Sell Sell Sell

Case 1:22-cv-02541-TNM Document 117 Filed 05/17/24 Page 1 of 49
IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA
IN RE BED BATH & BEYOND

CORPORATION SECURITIES Case No. 1:22-CV-02541 (TNM)
LITIGATION
MEMORANDUM IN OPPOSITION TO
PLAINTIFF’S MOTION FOR CLASS CERTIFICATION
TABLE OF CONTENTS
INTRODUCTION ...................................................................................................................... 1
BACKGROUND ........................................................................................................................ 3
A. Meme Stocks, Shorts, and Squeezes .................................................... 3
B. BBBY, Cohen, and Bratya................................................................... 5
C. Procedural History ............................................................................. 17
LEGAL STANDARD............................................................................................................... 18
ARGUMENT ............................................................................................................................ 19
I. This Court Should Deny Certification Because Individualized

Questions of Reliance Would Swamp Common Ones .................................. 19
A. The Basic Presumption Is Unavailable Because Bratya

Fails To Prove That BBBY Securities Traded in an
Efficient Market During the Class Period.......................................... 21
B. Even if Bratya Could Invoke Basic (It Cannot), the

Presumption Is Rebutted Because the Challenged
Statements Had No Price Impact ....................................................... 33
II. This Court Should Deny Certification Because Bratya Offers No

Way To Measure Class-Wide Damages ........................................................ 36
III. This Court Should Deny Certification Because Bratya Cannot

Represent the Class ........................................................................................ 37
A. Bratya Is Atypical (and there Is No Typical Class

Member)............................................................................................. 37
B. Bratya Is Inadequate .......................................................................... 41
CONCLUSION ......................................................................................................................... 42
CERTIFICATE OF SERVICE ................................................................................................. 43
i
TABLE OF AUTHORITIES
CASES
Amgen Inc. v. Connecticut Ret. Plans & Tr. Funds, 568 U.S. 455 (2013) ................................1, 19
Ark. Tchr. Ret. Sys. v. Goldman Sachs Grp., Inc., 77 F.4th 74 (2d Cir. 2023) ..............................35
Basic Inc. v. Levinson, 485 U.S. 224 (1988).......................................................................... passim
Cammer v. Bloom, 711 F. Supp. 1264 (D.N.J. 1989) ..............................................................23, 24
Comcast Corp. v. Behrend, 569 U.S. 27 (2013) ..................................................................1, 18, 36
Dakota Granite Co. v. BNSF Ry. Co. (In re Rail Freight Fuel Surcharge Antitrust Litig. –
MDL No. 1869), 934 F.3d 619 (D.C. Cir. 2019)......................................................................36
Damus v. Nielsen, 313 F. Supp. 3d 317 (D.D.C. 2018) .................................................................37
Fleck v. Cablevision VII, Inc., 763 F. Supp. 622 (D.D.C. 1991) ...................................................38
GAMCO Invs., Inc. v. Vivendi, S.A., 927 F. Supp. 2d 88 (S.D.N.Y. 2013) aff’d sub nom.
GAMCO Invs., Inc. v. Vivendi Universal, S.A., 838 F.3d 214 (2d Cir. 2016)...................38, 41
Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147 (1982) ..............................................................18, 37
Goldman Sachs Grp., Inc. v. Ark. Tchr. Ret. Sys., 594 U.S. 113 (2021) ...........................20, 33, 35
Halliburton Co. v. Erica P. John Fund, Inc., 573 U.S. 258 (2014) ....................................... passim
IBEW Loc. 90 Pension Fund v. Deutsche Bank AG,

2013 WL 5815472 (S.D.N.Y. Oct. 29, 2013) ..........................................................................19
In re Fed. Home Loan Mortg. Corp. (Freddie Mac) Sec. Litig.,

281 F.R.D. 174 (S.D.N.Y. 2012) .............................................................................................28
In re Jan. 2021 Short Squeeze Trading Litig.,

2023 WL 9035671 (S.D. Fla. Nov. 13, 2023)....................................................................29, 30
J.D. v. Azar, 925 F.3d 1291 (D.C. Cir. 2019) ................................................................................41
Kas v. Fin. Gen. Bankshares, Inc., 105 F.R.D. 453 (D.D.C. 1984)...............................................38
Krogman v. Sterritt, 202 F.R.D. 467 (N.D. Tex. 2001) ...........................................................23, 24
Livengood Feeds, Inc. v. Merck KGAA (In re Vitamins Antitrust Litig.),

209 F.R.D. 251 (D.D.C. 2002).................................................................................................36
ii
Loftin v. Bande (In re Flag Telecom Holdings, Ltd. Sec. Litig.),

574 F.3d 29 (2d Cir. 2009).......................................................................................................37
Malriat v. QuantumScape Corp., 2022 WL 17974629 (N.D. Cal. Dec. 19, 2022) .......................24
Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338 (2011) ...................................................................18
STATUTES AND RULES
Fed. R. Civ. P. 23(a) ......................................................................................................................41
Fed. R. Civ. P. 23(b) ..........................................................................................1, 17, 18, 19, 33, 36
OTHER AUTHORITIES
Bailey Lipschultz, Bed Bath & Beyond 402% Rally Is Supercharged by Retail Money,
Bloomberg (Aug. 17, 2022) .....................................................................................................12
BBBY: Downgrading to Underperform, Wedbush (Aug. 18, 2022) ........................................12, 25
BBBY: Institutional Ownership Changes in the Third Quarter,

Buy Sell Signals (Aug. 18, 2022) ......................................................................................12, 25
BBBY Makes it a Meme Troika, S3 Analytics (Aug. 17, 2022) .....................................................25
BBBY Trading Report, Stock Traders Daily (Aug. 15, 2022) .......................................................26
Bed Bath & Beyond, Zack’s Equity Research (Aug. 16, 2022) .....................................................26
Bed Bath & Beyond Inc., Smart Insider (Aug. 18, 2022) ..............................................................26
Bed Bath & Beyond Inc. (BBBY), Wells Fargo (Aug. 18, 2022) .............................................26, 27
Caitlin McCabe, Meme Stocks AMC, Bed Bath & Beyond Soar on Retail-Investor
Enthusiasm, Wall St. J. (Aug. 8, 2022) , https://on.wsj.com/4bcpfqH ....................................11
Caleb Mutua, Bed Bath & Beyond Debt Falls After Surprise Fourth-Quarter Loss,
Bloomberg (Apr. 13, 2022) ........................................................................................................7
Carmen Reinicke, Loop Capital says Bed Bath & Beyond Comeback Doesn’t Make
Fundamental Sense, Stock Headed to $1, CNBC (Aug. 12, 2022),
https://cnb.cx/44u3IIg ..............................................................................................................26
Chris McKhann, What is a Short Squeeze and What Happened with GameStop, AMC,
Investors.com (May 7, 2024), https://www.investors.com/how-to-invest/investors-
corner/short-squeeze/ .................................................................................................................4
Connor Smith, Bed Bath & Beyond Stock Is Pricey to Borrow. Short Sellers Are Doing It
Anyway., Barron’s Online (Aug. 17, 2022) .............................................................................12
iii
Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee, The Meme Stock Frenzy: Origins
and Implications, 96 S. Cal. L. Rev. 1387 (2024) .................................................................3, 5
Eddie Pan, Ryan Cohen Just Gave Bed Bath & Beyond (BBBY) Stock a HUGE Boost,
Investor Place (Aug. 16, 2022), https://bit.ly/4a3V8AU .........................................................15
Edward Helmore, Winning Bets? Meme Stock Frenzy of 2021Makes a Return, The
Guardian (Aug. 13, 2022),
https://www.theguardian.com/business/2022/aug/13/meme-stock-frenzy-gamestop-
bed-bath-beyond-amc ..............................................................................................................12
Gunjan Banerji, Bed Bath & Beyond Options Trading Heats Up, Wall St. J. (Aug. 16,
2022), https://tinyurl.com/5f5tp9sr ..........................................................................................12
Howard Gold, Nobel Winner Eugene Fama on GameStop, Market Bubbles and Why
Indexing Is King, MarketWatch (Mar. 3, 2021), https://tinyurl.com/2xd536na ........................4
Jared Dillian, Latest Meme-Stock War Is Hedge Fund Versus Hedge Fund, Bloomberg
(Aug. 10, 2022) ........................................................................................................................11
J.B. Heaton, GameStop Hype Exposes Securities Litigation Theory’s Flaws, Law 360
(Mar. 11, 2021), https://tinyurl.com/pzaumcrz ..................................................................24, 27
Jodi Xu Klein, Soma Biswas & Andrew Scurria, Bed Bath & Beyond Shares Surge
Despite Liquidity Concerns, Wall St. J. (Aug. 16, 2022) , https://on.wsj.com/4a4WdZn ........12
John Authers, Post-Pandemic Meets Postwar Era on a Blind Curve, Bloomberg (Aug. 9,
2022) ..................................................................................................................................11, 26
Joshua Mitts, Robert H. Battalio, Jonathan Brogaard, Matthew D. Cain, Lawrence R.

Glosten, Brent Kochuba, A Report by the Ad Hoc Academic Committee on Equity and
Options Market Structure Conditions in Early 2021 (July 2, 2022)..........................................3
Kevin P. Curran, Bed Bath & Beyond Shares Soar 30%+ Amid Suspected Short Squeeze,
Seeking Alpha (Aug. 5, 2022, 11:02 AM), https://bit.ly/4aQr2lA ....................................11, 23
Lasse Heje Pedersen, Game on: Social Networks and Markets, 146 J. Fin. Econ. 1097
(2022) .........................................................................................................................................3
Lauren Thomas & Jesse Pound, Bed Bath & Beyond Shares Fall After Investor Ryan
Cohen Reveals Intent To Sell Entire stake, CNBC (Aug. 17, 2022),
https://cnb.cx/3JLxVZv ...........................................................................................................35
Matt Turner, Bed Bath & Beyond Set to Extend Longest Winning Run Since 2007,
Bloomberg (Aug. 8, 2022) .......................................................................................................11
Meme, MERRIAM-WEBSTER (last visited Apr. 19, 2024), https://bit.ly/3wbq2cW ............................3
iv
Myles Udland, Bed Bath & Beyond, GameStop, AMC All Surge as Meme Stock Mania
Makes a Comeback, Yahoo! Fin. (Aug. 8, 2022), https://bit.ly/44iMGMT ............................11
Nicole Goodkind, Analysts accuse Bed Bath & Beyond of scaling back AC in stores to
save money as sales plummet, CNN (June 28, 2022), https://www.cnn.com/
2022/06/28/investing/bed-bath--beyond-sales-decline/index.html ............................................8
Paul R. La Monica, The Meme Stock Craze Is Back: AMC, GameStop and Bed Bath &
Beyond Soar, CNN (Aug. 8, 2022), https://cnn.it/49Z1odi .....................................................11
Rating Update for Bed Bath & Beyond Inc., Sadif Inv. Analytics (Aug. 17, 2022) ................12, 26
RC Ventures Files for Right To Sell stake in Bed Bath & Beyond (update), Seeking Alpha
(Aug. 17, 2022), https://bit.ly/3UKPKhV ..........................................................................17, 36
Samantha Subin, Bed Bath & Beyond Closes Nearly 40% Higher, AMC Surges as Meme
Chatter on Message Boards Increases, CNBC (Aug. 8, 2022), https://cnb.cx/44bJcMj ........11
SEC, Staff Report on Equity and Options Market Structure Conditions in Early 2021
(2021) .........................................................................................................................................3
Sergei Klebnikov, Bed Bath & Beyond Jumps 29% As Meme-Stock Traders Snap Up
Shares Despite Analyst Warnings, Forbes (Aug. 16, 2022), https://bit.ly/3QyXZuL .............12
Warren Shoulberg, Bed Bath & Beyond Left $100 Million In Revenue On The Table Last
Quarter Due To Supply Chain Issues, Forbes (Jan. 6, 2022), https://www.forbes.com/
sites/warrenshoulberg/2022/01/06/same-issues-different-gradient-supply-chain-trips-
up-bed-bath--beyond-quarter-again/?sh=5deb0cb2319e ...........................................................5
Yun Li, Lauren Thomas, Bed Bath & Beyond soars as much as 70% as meme traders talk
up Ryan Cohen’s call options purchase, CNBC (Aug. 16, 2022),
https://cnb.cx/4b3XlO8 ............................................................................................................15
v
INTRODUCTION
Lead Plaintiff Bratya SPRL hopes that the circumstances making this case unfit for class
certification will escape this Court’s notice. That if it presents this case as a run-of-the-mill
securities class action, then this Court will rubber stamp its motion. But class certification “is
proper only if ‘the trial court is satisfied, after a rigorous analysis, that Rule 23’s prerequisites have
been satisfied.’” Comcast Corp. v. Behrend, 569 U.S. 27, 33, 35 (2013) (alterations and citation
omitted). Bratya’s assertion that this action is amenable to class-wide resolution cannot pass the
smell test, much less this Court’s “rigorous analysis.” Id.
Class certification under Rule 23(b)(3) is unwarranted for at least three reasons.
First, Bratya is not entitled to a presumption of class-wide reliance because the putative
class did not “rely on the security’s market price as an unbiased assessment of the security’s value
in light of all public information.” Amgen Inc. v. Connecticut Ret. Plans & Tr. Funds, 568 U.S.
455, 462 (2013). Before and during the putative Class Period, it was widely reported that the
market price of securities for Bed Bath & Beyond, Inc. (“BBBY” or “the Company”) moved as a
result of a furious short squeeze, not the disclosure of value-relevant information. During this
time, market participants disavowed the integrity of the market. Market participants boasted of
their ability to manipulate the price of BBBY securities for fun and for profit and for no reason at
all, and analysts and press extensively reported that BBBY’s stock price had become disconnected
from reality. Even the Company acknowledged that the price of its securities had nothing to do
with its performance. Defendants RC Ventures LLC and Ryan Cohen (collectively “Cohen”) did
not create this maelstrom; it was underway before the Class Period began. Thus, reliance cannot
be dealt with on a class-wide basis, and individualized issues would swamp common ones.
1
Second, damages cannot be resolved on a class-wide basis. The alleged misstatements
made by Cohen had no impact on the price of BBBY securities. But assuming they did, a putative
class would only be entitled to losses caused by the alleged misstatements, not losses caused by
the inevitable reversal of a short squeeze. Bratya offers this Court nothing more than a promise
that it will figure out some way to separate the former from the latter. No such method exists.
Third, Bratya, operating through David Coti (76% owner) and Edouard Coti (24% owner),
1
is a remarkably atypical plaintiff even for a remarkably atypical class. Bratya alleged a “textbook
example” of a “pump-and-dump scheme.” Second Amended Complaint, ECF No. 66,
(“SAC”) ¶ 31. Yet Bratya “dumped” BBBY stock during the alleged pump—initiating new short
positions and betting against an increase in the BBBY share price—when the putative class
supposedly should have been bullish. Ex. 2 (David Coti Dep.) at 50:14-16. Bratya plainly did not
rely on Cohen’s alleged misstatements or on the integrity of the market, and its lack of reliance
betrays the broader flaws in its theory of class-wide reliance. Moreover, Bratya should not
represent a class of traders that its principals deride as “ape mongols” and “scum bags.” Ex. 3
2
(BRATYA_000747); Ex. 4 (BRATYA_000623).
For all these reasons and those that follow, class certification should be denied.
1
Bratya represents itself as “a family office incorporated in Belgium” managed by David Coti.
ECF 14-7, at 1. Edouard Coti previously owned a larger stake in Bratya, but his ownership
“changed because it was at 30 percent. And as the fact that he’s resident in Russia, it was some
questions of being a [ultimate beneficial owner] in European company.” Ex. 2 (David Coti Dep.)
at 50:14–51:2. Bratya thus “reduced [Edouard’s] shares in Bratya so that he fell underneath the
threshold that to be considered an [ultimate beneficial owner].” Id. at 51:9–13.
2
The chat messages between David and Edouard Coti have been translated from their original
French. Certifications attesting that the translated messages are true and accurate translations are
included as Ex. 52.
2
BACKGROUND
A. Meme Stocks, Shorts, and Squeezes
In addition to being a purveyor of all things hearth and home, BBBY bears the ignominious
3
distinction of a so-called meme stock. BBBY and other meme stocks gained prominence after
“experienc[ing] a dramatic increase in their share price in January 2021 as bullish sentiments of
4
individual investors filled social media.” Analysts and academics—including Bratya’s expert,
Dr. Cain—concluded meme stocks’ meteoric rises in share price were often the result of
5
coordinated manipulations, including short squeezes.
Meme stocks are new, but short selling, and short squeezes, are not. Short sellers enhance
market efficiency by prompting the incorporation of negative public information into a stock price.
See Ex. 1 (Fischel Report) ¶¶ 29–30. Ideally, investors who believe a security is undervalued can
purchase stock, investors who believe a security is overvalued can short it, and the market price
can reflect both of these bearish and bullish views, thereby reaching a consensus value consistent
with an efficient market. Id. In a market plagued by short sale constraints, it can be difficult if not
3
There does not appear to be a consensus definition of a “meme stock.” A “meme” is “an amusing
or interesting item (such as a captioned picture or video) or genre of items that is spread widely
online especially through social media,” or “an idea that becomes a fad and spreads by means of
imitation in a social network.” Meme, MERRIAM-WEBSTER, (last visited Apr. 19, 2024),
https://bit.ly/3wbq2cW (first quote); Lasse Heje Pedersen, Game on: Social Networks and
Markets, 146 J. Fin. Econ. 1097, 1112 (2022) (second quote).
4
SEC, Staff Report on Equity and Options Market Structure Conditions in Early 2021 (2021); see
also Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee, The Meme Stock Frenzy: Origins and
Implications, 96 S. Cal. L. Rev. 1387, 1389 (2024) (explaining that the meme stock label describes
a group of individual stocks whose shareholder base “experienced a dramatic influx of retail
investors” driven by idiosyncratic online communities on forums such as Reddit.).
5
Joshua Mitts, Robert H. Battalio, Jonathan Brogaard, Matthew D. Cain, Lawrence R. Glosten,
Brent Kochuba, A Report by the Ad Hoc Academic Committee on Equity and Options Market
Structure Conditions in Early 2021 (July 2, 2022).
3
impossible to sell a stock short and thus incorporate negative views into the stock price. Id. ¶ 30.
These frictions can culminate in a short squeeze—whereby coordinated trading activity artificially
drives a stock price upward, which pressures short sellers to close their positions by buying the
stock at an inflated price, which in turn pushes prices higher still. See id. ¶ 44.
Constraints on short sales, and short squeezes, make markets inefficient in at least two
distinct yet interrelated ways. First, when short sales are constrained—because there are no
available shares left to borrow and short, or borrowing is prohibitively expensive—traders with a
bearish outlook are unable to express their views by shorting the stock. Second, short sellers that
choose to (or are forced to) close out a short position must do so by buying the stock at an
artificially inflated price, which drives the price higher still and puts more pressure on hold outs
6
trying to maintain their shorts. These waves of cascading pressures push the stock upward based
on no facts at all, except the fact that one group of traders decided to inflict pain on another.
Academics broadly agree that short sale constraints and short squeezes can render a market
for securities temporarily inefficient. Ex. 1 (Fischel Report) ¶¶ 44–45. Nobel laureate Eugene
Fama, one of the founders of the efficient market theory, put it plainly: “You take a tiny stock and
7
people start piling in . . . If the demand goes crazy, the price can go crazy—temporarily.” See
Ex. 5 (Cain Dep.) at 14:18–22 (describing Fama as “one of the industry’s leaders in market
efficiency.”). In the wake of the January 2021 meme stock short squeeze, Fama opined that in
6
See Chris McKhann, What is a Short Squeeze and What Happened with GameStop, AMC,”
Investors.com (May 7, 2024), https://www.investors.com/how-to-invest/investors-corner/short-
squeeze/.
7
Howard Gold, Nobel Winner Eugene Fama on GameStop, Market Bubbles and Why Indexing Is
King, MarketWatch (Mar. 3, 2021), https://tinyurl.com/2xd536na.
4
8
“GameStop, that’s a clear case where, for a couple of days, the market was inefficient.” Bratya’s
expert, Dr. Cain, concedes the same: “[T]here can be times when stock may not trade efficiently
and that could include times when they are subject to short squeeze.” Ex. 5. (Cain Dep.) at 33:14–
23.
Short squeezes are dramatic, but temporary. Ex. 1 (Fischel Report) ¶ 32; SAC ¶ 26 (noting
“short squeezes are temporary and the security’s price decreases substantially within a short period
of time.”). Short squeezes, punctuated frenzies, and “social media-driven investing unrelated to
9
[meme stocks’] financial fundamentals” are rare, but powerful, impediments to market efficiency.
B. BBBY, Cohen, and Bratya
In the early days of 2022, it was no secret that BBBY was performing poorly. In January
2022, BBBY filed with the SEC its quarterly report for third quarter 2021, disclosing that its net
sales had plunged roughly 28% compared to the prior year. Ex. 6 (Jan. 6, 2022 BBBY Form 10-
Q Filing) at 4. The Company partially blamed “supply chain constraints” but nonetheless was
forced to admit the obvious, “our sales momentum was not where we wanted it to be.” Ex. 7 (Jan.
6, 2022 BBBY Form 8-K Filing) at 1. Financial outlets were not impressed, reporting that “once
again the company pointed to the dreaded supply chain meltdown as the source of its problems for
10
the quarter.” The Company’s total assets correspondingly dwindled, falling about 12% from the
8
Id.
9
Aggarwal et al., supra note 4, at 1391.
10
Warren Shoulberg, Bed Bath & Beyond Left $100 Million In Revenue On The Table Last Quarter
Due To Supply Chain Issues, Forbes (Jan. 6, 2022),
https://www.forbes.com/sites/warrenshoulberg/2022/01/06/same-issues-different-gradient-
supply-chain-trips-up-bed-bath--beyond-quarter-again/?sh=5deb0cb2319e.
5
prior quarter. Ex. 6 (Jan. 6, 2022 BBBY Form 10-Q Filing) at 4. The Company reported total
assets ($5.6 billion), which barely outstripped its total liabilities ($5.1 billion). Id.
Against this backdrop, Cohen entered. Between January 13 and March 3, 2022, Cohen
acquired 9,450,100 shares of BBBY, including 1,670,100 call options and 7,780,000 common
stock. Ex. 8 (Mar. 7, 2022 RCV Schedule 13D) at 8. On March 7, 2022, Cohen filed a Schedule
13D with the SEC disclosing the purchases, which amounted to 9.8% beneficial ownership of the
Company. Id. at 2. Cohen attached to his Schedule 13D an open letter to the Board, which detailed
several potential strategies to enhance BBBY’s performance and value. Ex. 9 (Mar. 7, 2022 RCV
Schedule 13D Ex. 1).
The market reacted positively to Cohen’s involvement, pushing up the price of BBBY’s
stock in the days following his open letter. Bratya, however, did not. In ensuing days, Bratya
initiated new short positions in the Company by selling call options. Ex. 10 (BRATYA_000018).
Bratya pocketed roughly $108,000 from these new bearish trades. Id. Bratya’s short position was
consistent with its broader trading strategy. The year before, Bratya bet against the “scum bags”
11
on Reddit, and the “barbelai Reddit Robin Hood” betting on GameStop. Ex. 4
(BRATYA_000623); Ex. 11 (BRATYA_000613). In Bratya’s view at the time it was short on
GameStop, “[i]t’s just a game between reddits and wall street, we’re at war.” Ex. 13
11
David Coti testified that the terms “barbares,” Ex. 4 (BRATYA_000623), and the plural “les
barbelai” are not French for “barbarians,” but rather a term of endearment for “a friend of ours”
whose real name he could not recall. Ex. 2 (David Coti Dep.) at 109:16–111:2; 123:6–22. Bratya
also supposedly was not demeaning anyone when Edouard asked “[is] the immigrant the one who
said sell again,” and David responded “ ”. Ex. 12 (BRATYA_000611). David testified
that “the immigrant” is a nickname for a friend from the “islands of [the] Caribbean” who does
“not really” have dark skin, and the monkey emojis were just “fun because it was the contrary.”
Ex. 2 (David Coti Dep.) at 313:16–314:14.
6
(BRATYA_000658); see also Ex. 14 (BRATYA_000638) (noting “as long as the Fed gives away
free money, everyone puts in their minimum wage at robinhood”).
On March 24, 2022, Cohen and the Company executed a Cooperation Agreement, under
which the Company agreed to appoint three new, independent directors—Marjorie Bowen,
Benjamin Rosenzweig, and Shelly Lombard. Ex. 15 (Mar. 24, 2022 BBBY Form 8-K Filing) at
2. In exchange, Cohen agreed to be temporarily bound by a set of customary standstill provisions.
Id. Contrary to Bratya’s assertion, the Agreement did not “acknowledge[] that Cohen would
receive material, nonpublic information as part of his activities with” the Company. SAC ¶ 100.
Nor did the Agreement oblige or contemplate that the Company would provide Cohen with
material, nonpublic information. Rather, the Agreement merely memorialized Cohen’s
“aware[ness] that the United States securities laws may prohibit any person who has received from
an issuer material, nonpublic information from purchasing or selling securities of such issuer.” Ex.
16 (Mar. 24, 2022, Cooperation Agreement) at 6. Cohen disclosed the Cooperation Agreement in
an amended Schedule 13D. Ex. 17 (Mar. 25, 2022 RCV Sched. 13D).
In ensuing months, the Company continued to perform poorly. In April 2022, the Company
released financial results for its fiscal fourth quarter 2021, disclosing a 22% sales decline compared
to the year before. Ex. 18 (Apr. 13, 2022 BBBY Form 8-K Filing) at 4. Management noted its
“disappoint[ment] that our sales and gross margin performance does not reflect our team’s hard
work.” Id. Financial press characterized the quarter as an “unexpected loss” for BBBY, even
12
considering the Company’s “string of weak quarterly reports.” That same month, the Company
issued a Form 10-K that exposed its deteriorating position—as of February 2022, BBBY’s total
12
Caleb Mutua, Bed Bath & Beyond Debt Falls After Surprise Fourth-Quarter Loss, Bloomberg
(Apr. 13, 2022).
7
assets ($5.13 billion) outpaced its total liabilities ($4.95 billion) by only $174 million. Ex. 19
(Apr. 21, 2022 BBBY Form 10-K filing) at 42. The Company also disclosed that its securities
could be subject to periods of volatility, often fueled by misinformation—or no information at all:
[W]e have received, and may continue to receive, significant media attention,
including from blogs, articles, message boards and social media. Information
provided by third parties may not be reliable or accurate, or contain misleading,
incomplete or otherwise damaging information, which could influence trading
activity in our stock. As a result, our stock has experienced, and could continue to
experience, extreme price and volume fluctuations that may be unrelated to our
operating performance, financial position or other business fundamentals. This
activity along with other factors, including the involvement of short sellers or
activist investors in our stock, has materially impacted in the past, and could
materially impact in the future, the trading price of our stock, put pressure on the
supply and demand for our stock, limit our stockholders from readily selling their
shares and result in significant loss of investment.
Id. at 19 (emphases added).
The Company’s poor performance persisted. In June 2022, the Company issued its
financial results for fiscal first quarter 2021, in which its net sales tumbled 25%. Ex. 20 (June 28,
2022 BBBY Form 8-K Filing) at 4. The filing reflected that, in the prior three months alone, the
Company had managed to lose $358 million. Id. The filing also disclosed that BBBY’s total
liabilities exceeded its assets by roughly $220,298. Id. BBBY’s dire position was evident even to
its remaining customers. The same day BBBY dated its financial results, reports emerged that the
13
Company was “scaling back AC in stores to save money as sales plummet.”
Unsurprisingly, given its publicly disclosed struggles, the Company’s then-Chief
Executive, Mark Tritton, was terminated in late June 2022. Ex. 21 (June 29, 2022 BBBY Form 8-
K Filing). After market-close on the eve of the Company’s public announcement, Harriet
13
Nicole Goodkind, Analysts accuse Bed Bath & Beyond of scaling back AC in stores to save
money as sales plummet, CNN (June 28, 2022), https://www.cnn.com/2022/06/28/investing/bed-
bath--beyond-sales-decline/index.html.
8
Edelman, on behalf of the Company’s Board of Directors, told Cohen about Tritton’s impending
departure. Ex. 22 (COHEN0004417) at 3 (scheduling call at 5:00 PM (EST)). Following BBBY’s
announcement of Tritton’s ouster, Cohen asked Edelman to “please confirm that all MNPI
[material nonpublic information] shared with me earlier this week has been completely disclosed
and that I am no longer in possession of MNPI.” Id. at 1. Edelman confirmed, “the substance of
our conversations earlier this week was reflected in the press releases issued by the
Company . . . and therefore, no longer constitutes MNPI.” Id. Every Board member in connection
with this action testified that—aside from the news of Tritton’s ouster—he or she never provided
Cohen with any other material nonpublic information, nor were they aware of anyone who had.
Ex. 23 (Edelman Dep.) at 296:14–297:24; Ex. 24 (Bowen Dep.) at 224:3–19; Ex. 25 (Rosenzweig
Dep.) at 25:1–7; Ex. 26 (Lombard Dep.) at 123:17–21.
In the second half of July 2022, short interest in the Company’s securities climbed steadily
upward. See Ex. 27 (BBB00027788). And then, despite a long trend of dismal financial results—
and no positive intervening events—the Company’s stock price also began to rise. On July 15,
2022, the Company’s stock price closed roughly 5% higher than the day before. On July 19,
BBBY’s stock price rose nearly 6% from the day prior, and increased yet another 6.5% the next
day. These gains were wiped out by price dips on July 22 and 25. But then, from July 27 onward,
the price of BBBY stock went on an unabated run. On August 1, BBBY’s stock price increased
roughly 15%. On August 3, the price of BBBY stock rose nearly 5%. On August 5, a 33% jump.
Yet there was no cold water to throw on BBBY’s improbable hot streak, because naysayers had
run out of available stock to short. Ex. 1 (Fischel Report) ¶ 31 (explaining that in July 2022 and
continuing through the Class Period “BBBY’s short interest utilization was at or near 100%,
meaning that there were very few if any additional shares available to borrow and sell short”).
9
The Company took notice. Around 10:30 AM on August 5, the Company’s head of
investor relations, Susie Kim, alerted the Company’s chief executive and chief financial officer
that BBBY was “trading up 27% on elevated volume of 17M shares at $7.84 on no new news or
14
rumors.” Ex. 28 (BBB00057454) at 2. Later that day, Kim told the Company’s executives that
“[g]iven the continued elevation, a short squeeze is most likely in effect based on the options
activity and we have also triggered MEME activity.” Id. at 1. The next business day, Kim
circulated a more robust analysis to the Company’s Board of Directors. Kim wrote:
On Friday [August 5], we began the trading day in the $7-$8 (significantly above
our recent $4-$6 range) on elevated volume of 17M with no immediate news or
analyst catalysts. In recent weeks, media speculation has continued to be focused
on our liquidity (FILO, upsizing) and AMC has been in the news regarding their
recent equity offerings. We suspected trading was retail-driven/MEME-related and
confirmed via our NASDAQ desk that BBBY was among the most active names
mentioned across Reddit . . . .
Ex. 29 (BBBY_HE_00000049) at 1. Kim closed, “[a]s a reminder, before the RCV-related events
from this March, we experienced similar retail trading dynamics in January 2021 and June of 2021
when we traded in the 90–100M share range.” Id. That same day, a representative from Nasdaq
14
Bratya claims Cohen precipitated the short squeeze when he tweeted “Ask not what your
company can do for you—ask what you can do for your company” on August 5, 2022. See SAC
¶¶138-143; ECF No. 109, at 3. This defies reality for at least three reasons. First, Cohen published
the tweet around 6:00 PM (EST), after market close, and several hours after public reports that a
BBBY short squeeze already was in effect. See Seeking Alpha, note 15, infra. Second, the BBBY
squeeze received ample media attention in the first week of August 2022, but no reputable source
reported on Cohen’s tweet—much less ascribed some causation between the tweet and the
squeeze. See, note 17, infra. Third, to the extent any retail investors ascribed any meaning to the
tweeted aphorism, it was not a shared understanding. A simple Google or Reddit search shows
that as many (or more) online commenters thought the tweet concerned GameStop as thought it
concerned BBBY as thought it concerned nothing at all. Separate and aside from the facts, there
is also the law. Bratya has not alleged that Cohen’s August 5 tweet was misleading or that the
BBBY share price was artificially inflated by the alleged fraud.
10
contacted the Company’s chief financial officer to discuss the frantic trading activity. Ex. 30 (Kim
Ex. 87) at 3.
Thus, in the first week of August 2022, it was well known that an attempted short
squeeze—unlike any since January or June 2021—had seized the Company. On the morning of
15
August 5, Seeking Alpha reported that the Company was in the midst of a short squeeze. The
article asserted that, per analyst data from S3 Partners, “short interest reached 52.80% of its float
on Friday, bringing the [BBBY] stock a 100/100 ‘squeeze score’ based on the crowded nature of
16
the short.” Over the ensuing days, a parade of news outlets reported BBBY was surging because
“meme traders seemed to be betting on the stock despite the lack of any apparent catalyst” and
17
“for no apparent reason.” Realizing that the squeeze comes before the fall, analysts and press
urged caution: “[t]here isn’t a fundamental reason for a lot of these price moves,” BBBY stock
15
Kevin P. Curran, Bed Bath & Beyond Shares Soar 30%+ Amid Suspected Short Squeeze,
Seeking Alpha (Aug. 5, 2022, 11:02 AM), https://bit.ly/4aQr2lA; see also SAC ¶ 24 (“Before
Cohen pumped and dumped Bed Bath’s securities, Seeking Alpha had already reported that a short
squeeze was taking place.”).
16
Curran, supra note 15.
17
Samantha Subin, Bed Bath & Beyond Closes Nearly 40% Higher, AMC Surges as Meme Chatter
on Message Boards Increases, CNBC (Aug. 8, 2022), https://cnb.cx/44bJcMj (first quote); Jared
Dillian, Latest Meme-Stock War Is Hedge Fund Versus Hedge Fund, Bloomberg (Aug. 10, 2022)
(second quote); see also Matt Turner, Bed Bath & Beyond Set to Extend Longest Winning Run
Since 2007, Bloomberg (Aug. 8, 2022); Myles Udland, Bed Bath & Beyond, GameStop, AMC All
Surge as Meme Stock Mania Makes a Comeback, Yahoo! Fin. (Aug. 8, 2022),
https://bit.ly/44iMGMT; Paul R. La Monica, The Meme Stock Craze Is Back: AMC, GameStop
and Bed Bath & Beyond Soar, CNN (Aug. 8, 2022), https://cnn.it/49Z1odi; Caitlin McCabe, Meme
Stocks AMC, Bed Bath & Beyond Soar on Retail-Investor Enthusiasm, Wall St. J. (Aug. 8, 2022),
https://on.wsj.com/4bcpfqH (noting the meme stocks’ “The rally is reminiscent of last year’s
meme-stock mania”); John Authers, Post-Pandemic Meets Postwar Era on a Blind Curve,
Bloomberg (Aug. 9, 2022) (opining “the struggling retailer has been mired in a deep sales slump
and has had no corporate development . . . But that didn’t stop the home-goods store from climbing
for a ninth straight session.”).
11
has “high information risk,” BBBY has a “current valuation that is disconnected from the
company’s fundamentals,” BBBY’s share price is “defying recent analysts’ warnings over the
18
retailer’s exaggerated valuation given its shrinking liquidity,” and on and on and on.
On August 12, CNBC tweeted about a report from one such analyst:
18
Edward Helmore, Winning Bets? Meme Stock Frenzy of 2021Makes a Return, The Guardian
(Aug. 13, 2022), https://www.theguardian.com/business/2022/aug/13/meme-stock-frenzy-
gamestop-bed-bath-beyond-amc (first quote); Ratings Update for Bed Bath & Beyond Inc., Sadif
Inv. Analytics (Aug. 17, 2022) (second quote); BBBY: Downgrading to Underperform, Wedbush
(Aug. 18, 2022) (third quote); Jodi Xu Klein, Soma Biswas & Andrew Scurria, Bed Bath & Beyond
Shares Surge Despite Liquidity Concerns, Wall St. J. (Aug. 16, 2022),
https://on.wsj.com/4a4WdZn (fourth quote); see also Gunjan Banerji, Bed Bath & Beyond Options
Trading Heats Up, Wall St. J. (Aug. 16, 2022), https://tinyurl.com/5f5tp9sr; Sergei Klebnikov,
Bed Bath & Beyond Jumps 29% As Meme-Stock Traders Snap Up Shares Despite Analyst
Warnings, Forbes (Aug. 16, 2022), https://bit.ly/3QyXZuL; Connor Smith, Bed Bath & Beyond
Stock Is Pricey to Borrow. Short Sellers Are Doing It Anyway., Barron’s Online (Aug. 17, 2022);
Bailey Lipschultz, Bed Bath & Beyond 402% Rally Is Supercharged by Retail Money, Bloomberg
(Aug. 17, 2022); BBBY: Institutional Ownership Changes in the Third Quarter, Buy Sell Signals
(Aug. 18, 2022).
12
19
Ryan Cohen replied:
Bratya frames this as the tweet heard round the world. Context makes clear, however, that
the August 12 tweet was closer to a murmur than “a rallying cry.” SAC ¶ 149. Compared to other
posts around this time, the August 12 tweet received modest attention. Cohen earned twice as
many reposts two days earlier, on August 10, when he tweeted a purple heart emoji (and nothing
else). See @RyanCohen, Twitter (Aug. 10, 2022, 10:11 PM), https://x.com/ryancohen/status/
1557550311786459136 (3.1K reposts). Cohen’s musing on July 28 that “[t]he best time to be
alive in human history is now,” earned triple the reposts. See @RyanCohen, Twitter (Jul. 27, 2022,
8:51 PM), https://x.com/ryancohen/status/1552456736870928384 (4.9K reposts). Zooming out,
the August 12 tweet appears even more ineffectual. Many of Cohen’s tweets garnered far more
likes than the August 12 tweet. See @RyanCohen, Twitter (Dec. 10, 2021, 2:55 PM), https://
x.com/ryancohen/status/1469395426839302145 (19K likes on a tweet stating “I’m cooler online
than in real life”); @RyanCohen, Twitter (Apr. 3, 2022, 11:17 PM), https://x.com/ryancohen/
19
The image is a screenshot of the tweet as it appears on Google Chrome’s desktop format. By
contrast, the image excerpted in Bratya’s complaint, SAC ¶ 148, appears to have been
screenshotted from “Twitter for iPhone” and subsequently uploaded to a desktop for insertion into
the pleading. As Bratya has explained, emojis “can appear differently when originating on
different browsers.” Id. ¶ 48.
13
status/1510818828695052289 (25K likes on tweet with a photo of a sonogram with the caption
“The last time people were excited to see me”). True, Cohen’s August 12 tweet was not the least
popular of his genre—Twitter did not, for instance, go wild over his Ben Franklin quote in
December 2020. See @RyanCohen, Twitter (Dec. 31, 2020, 11:52 AM), https://x.com/ryancohen/
status/1344687817998401537 (598 reposts and 5.8K likes). But a skim of Cohen’s twitter account
indicates that his tweets are not intended to bear talismanic significance. They are nonetheless
routinely reposted thousands of times. See SAC ¶ 149 (attaching weight to the August 12 tweet
because it was reposted more than 1,600 times). In light of these facts, it is misleading, myopic
(or both) to allege Cohen’s August 12 tweet spurred a revolution.
In any event, Bratya saw Cohen’s tweet the day it was published. Ex. 2 (David Coti Dep.)
at 234:7–9. Also that day, Bratya initiated new short positions in the Company, selling 16,000
out-of-the-money call options totaling roughly $241,000. Ex. 10 (BRATYA_000018). Bratya
also sold $14,000 of BBBY common stock.
Several days later, on advice of counsel, Cohen submitted three filings to the SEC so he
20
could transact in BBBY shares. First, on August 15, 2022, Cohen filed a Form 3 with the SEC
after being advised that a Company share repurchase had nudged Cohen’s effective beneficial
ownership over 10%—the SEC reporting threshold—and necessitated the filing. Ex. 31 (Aug. 15,
2022 RCV Form 3); see also Ex. 32 (COHEN0017814); Ex. 33 (COHEN0017816); Ex. 34
(COHEN0017818); Ex. 35 (COHEN0006606). The Form 3 filing contained no new information
about Cohen’s trading activity, and instead reflected a “consistent combination of common stock
20
Cohen waived attorney-client privilege over all legal advice regarding Forms 3, 4, and 144, and
all Schedule 13D filings. ECF No. 112, at 1. Bratya and this Court thus have the benefit of
contemporaneous communications establishing that these filings were prepared at counsel’s
behest, drafted by Cohen’s counsel or his bank, and submitted for the sole purpose of fulfilling
Cohen’s legal and regulatory obligations.
14
(7.8m) and call options of 1.65M shares for a total beneficial ownership which is equivalent to the
amount stated on his original 13D (9.45M).” Ex. 36 (Kim Dep. Ex. 82). Reacting to the Form 3,
multiple press outlets, published false (and apparently uncorrected) reports that Cohen had
21
purchased 1.6 million new call options. In response, Bratya again initiated new short positions.
On August 15, Bratya sold 2,200 out-of-the-money BBBY call options totaling roughly $600,000.
Ex. 10 (BRATYA_000018). David Coti told his brother, “BBBY WILL BE A NICE POSITION.”
Ex. 3 (BRATYA_000746). Edouard responded, “Yes strong.” Id.
Second, on August 16, 2022, Cohen’s counsel prepared an amended Schedule 13D, which
it advised was necessary in light of the Company’s share repurchase program, which had increased
Cohen’s ownership percentage even though his actual holdings had not changed. Ex. 37
(COHEN0018012). Cohen’s counsel sent him a draft, amended Schedule 13D, which Cohen
approved with no edits. Id. The amended Schedule 13D reflected that Cohen’s unchanged
holdings had grown to 11.8% beneficial ownership in the Company “solely due to a change in the
number of outstanding shares of the issuer.” Ex. 38 (Aug. 16, 2022 RCV Sched. 13D).
Bratya saw Cohen’s amended Schedule 13D the day it was filed, but did not buy the
Company’s stock or long call options. Ex. 2 (David Coti Dep.) at 340:20–22, 342:5–7. To the
contrary, Bratya thought the price of BBBY stock that day was “unrealistic.” Ex. 3
(BRATYA_000746) (stating an article about BBBY’s “unrealistic valuation” “is true”).
Third, on August 16, 2022, counsel informed Cohen that he would be “in compliance” and
could sell if Cohen’s bank, JP Morgan, filed a Form 144 on Cohen’s behalf. Ex. 39
21
E.g., Eddie Pan, Ryan Cohen Just Gave Bed Bath & Beyond (BBBY) Stock a HUGE Boost,
Investor Place (Aug. 16, 2022), https://bit.ly/4a3V8AU; Yun Li, Lauren Thomas, Bed Bath &
Beyond soars as much as 70% as meme traders talk up Ryan Cohen’s call options purchase,
CNBC (Aug. 16, 2022); https://cnb.cx/4b3XlO8.
15
(COHEN0018065). Heeding that advice, JP Morgan prepared a Form 144 reflecting that
“Beginning 8/16/22,” Cohen may sell up to his entire holding of BBBY securities. Ex. 40
(JPMC_00000776). JP Morgan submitted Cohen’s Form 144 via email, Ex. 41
(JPMC_00001999), and did so around 5:47 PM (EST) on August 16, Ex. 42 (JPMC_00000775).
Cohen sold his holdings in BBBY securities on August 16 and August 17, 2022.
The morning of August 17, Bratya watched the market for BBBY securities closely.
Noting that BBBY’s stock price was up in premarket trading, Edouard Coti remarked “that doesn’t
22
mean anything . . . [t]he premarket is the ape mongols.” Ex. 3 (BRATYA_000747). Hours
before market-close on August 17, Seeking Alpha appears to have reported that Cohen’s Form 144
disclosed his completed (rather than contemplated) sale of his entire stake in BBBY. Ex. 3
23
(BRATYA_000748). David and Edouard Coti exchanged the article amongst themselves at 2:11
PM (EST). Ex. 3 (BRATYA_000748). Bratya was “[a]t that moment, obviously” “happy.” Ex.
2 (David Coti Dep.) at 373:2–7. David Coti exclaimed “BROOO [t]his removes so much pressure
[o]n the position ”—namely, on the short position Bratya had amassed since August 12, which
was set to begin expiring on August 19. Ex. 3 (BRATYA_000748). Only then, on the day it
22
During his deposition, David Coti explained that the term “ape mongols” refers to “Asian-type”
retail investors because “they have the same type of eyes as people from a Mongolia country.” Ex.
2 (David Coti Dep.) at 90:2–91:9. Edouard Coti, for his part, testified that he used phrases like
“ape mongols” and “retards” because Reddit investors referred to themselves that way. Ex. 43
(Edouard Coti Dep.) at 48:14–22.
23
The article, shared in a chat between David and Edouard Coti, appears to have been titled “Ryan
Cohen sells his entire stake in Bed Bath & Beyond,” with the corresponding hyperlink:
“https://seekingalpha.com/news/3874286‐ryan‐cohen‐sells‐his‐entire‐stake‐in‐bed‐bath‐
beyond?utm_source=webull.com&utm_medium=referral.” Ex. 3 (BRATYA_000748). That
hyperlink now redirects to an updated and corrected story, published at 4:08 PM on August 17.
RC Ventures Files for Right To Sell stake in Bed Bath & Beyond (update), Seeking Alpha (Aug.
17, 2022), https://bit.ly/3UKPKhV. The original Seeking Alpha article is not available on the
Internet Archive or cached versions of the website.
16
learned Cohen was exiting his investment in BBBY, did Bratya purchase BBBY common stock
and long call options. Ex. 10 (BRATYA_000016).
On August 18, 2022, Cohen filed with the SEC an amended Schedule 13D and a Form 4,
both of which reflected that Cohen had followed through on his earlier-stated intention to close
out his investment in the Company. Ex. 44 (Aug. 18, 2022 RCV Sched. 13D); Ex. 45 (Aug. 18,
2022 RCV Form 4).
Bratya, meanwhile, increased its long position in BBBY. Ex. 10 (BRATYA_000016)
(purchasing call options on August 22 and 26, and common stock on August 29 and 30).
C. Procedural History
This lawsuit was filed on August 23, 2022, alleging in operative part violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated
thereunder; Section 20A of the Exchange Act, and Sections 9(a)(2)-(4) and 9(f) of the Exchange
Act. See generally, SAC. This Court allowed this action to proceed based on three alleged
misstatements by Cohen: (1) the tweet on August 12, (2) the amended Schedule 13D filed on
August 16, and (3) the Form 144 filed on August 16. ECF No. 91, at 9–17.
In November 2022, this Court appointed Bratya Lead Plaintiff. ECF No. 21. On February
15, 2024, Bratya moved to certify under Rule 23(b)(3) a class of investors in BBBY common stock
and long call options who acquired the securities between August 12, 2022 and August 18, 2022.
ECF No. 109, at 5. Notably, Bratya seeks to certify a class different from the one set out in its
operative pleading, implicitly jettisoning investors that bought the Company’s common stock “to
cover a short position, bought call options other than ‘long’ call options,” or “sold the Company’s
put options” during the Class Period. Compare SAC ¶ 210 with ECF No. 109, at 5. Bratya’s new
definition excludes many of its own trades, and eliminates roughly 36–42% of the damages that
17
24
Bratya represented to this Court in its bid to become lead Plaintiff. See ECF No. 14-4. Under
its new definition, Bratya’s only qualifying transactions occurred on August 17 (the day Bratya
learned Cohen was set to close his investment) and August 18 (after Bratya knew Cohen had sold).
In its motion for class certification, Bratya insists this Court should presume that “‘[a]n
investor who b[ought] or s[old] stock at the price set by the market d[id] so in reliance on the
integrity of that price’” because “BBBY’s securities traded in an efficient market during the Class
Period.” ECF No. 109, at 11 (quoting Basic Inc. v. Levinson, 485 U.S. 224, 247 (1988)). Bratya
further asserts it is typical of the class it seeks to represent, and would do so adequately.
LEGAL STANDARD
A plaintiff seeking to proceed through a class action must “prove—not simply plead—that
their proposed class satisfies each requirement of [Federal Rule of Civil Procedure] 23,”—
including numerosity, commonality, typicality, and adequacy—and, “[]if applicable[,] the
predominance requirement of Rule 23(b)(3).” Halliburton Co. v. Erica P. John Fund, Inc., 573
U.S. 258, 275 (2014) (emphasis omitted).
The Supreme Court repeatedly has emphasized that “it may be necessary for the court to
probe behind the pleadings before coming to rest on the certification question.” Wal-Mart Stores,
Inc. v. Dukes, 564 U.S. 338, 350 (2011) (quoting Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147,
160 (1982)); see also Comcast Corp. v. Behrend, 569 U.S. 27, 33 (2013) (same). “[C]ertification
is proper only if ‘the trial court is satisfied, after a rigorous analysis, that the prerequisites of Rule
23[] have been satisfied.’” Wal-Mart Stores, 564 U.S. at 350–51 (quoting Gen. Tel. Co. of Sw.,
457 U.S. at 160–61).
24
The 36% figure represents a first-in, first-out method of calculation, whereas the 42% figure
represents a last-in, first-out method.
18
ARGUMENT
I. This Court Should Deny Certification Because Individualized Questions of Reliance

Would Swamp Common Ones
In securities lawsuits, class certification often hinges on Rule 23(b)(3)’s predominance
requirement. Unless reliance (an essential element of many securities claims) can be proved on a
class-wide basis, individual issues will overwhelm common ones and effectively prevent a plaintiff
from proceeding under Rule 23(b)(3). Basic Inc. v. Levinson, 485 U.S. 224, 242 (1988). Thus, in
Basic, the Court held that “reliance of individual plaintiffs on the integrity of the market price may
be presumed” if—at the time the defendant’s alleged misstatements were made—the stock traded
in an informationally efficient market that “reflect[ed] all publicly available information, and,
hence, any material misrepresentations.” Id. at 246–47.
The so-called Basic presumption rests on “the fairly modest premise that ‘market
professionals generally consider most publicly announced material statements about companies,
thereby affecting stock market prices.’” Halliburton Co. v. Erica P. John Fund, Inc., 573 U.S.
258, 272 (2014) (quoting Basic, 485 U.S. at 246 n.24)). The Basic presumption is warranted if
“most investors . . . rely on the security’s market price as an unbiased assessment of the security's
value in light of all public information.” Amgen, 568 U.S. at 462.
Basic is “modest” but not “binary.” Halliburton Co., 573 U.S. at 272. Indeed, “Basic
recognized that market efficiency is a matter of degree and accordingly made it a matter of proof.”
Id. The plaintiff bears this burden of proof. Thus, “[t]o defeat the presumption of reliance,
defendants do not . . . have to show an inefficient market. Instead, they must demonstrate that
plaintiffs’ proffered proof of market efficiency falls short of the mark.” IBEW Loc. 90 Pension
Fund v. Deutsche Bank AG, 2013 WL 5815472, at *20 (S.D.N.Y. Oct. 29, 2013).
19
If a plaintiff shows it is entitled to the Basic presumption, a defendant may nonetheless
“rebut this presumption in a number of ways, including by showing that the alleged
misrepresentation did not actually affect the stock’s price.” Halliburton Co., 573 U.S. at 263–64.
“In assessing price impact at class certification, courts should be open to all probative evidence on
that question—qualitative as well as quantitative—aided by a good dose of common sense.”
Goldman Sachs Grp., Inc. v. Ark. Tchr. Ret. Sys., 594 U.S. 113, 122 (2021) (emphasis and internal
quotation marks omitted).
In its motion for class certification, Bratya avoids Basic’s central question: Whether the
market price for BBBY securities “reflect[ed] all publicly available information, and, hence, any
material misrepresentations” allegedly made by Cohen between August 12 and August 18, 2022.
485 U.S. at 246. Bratya instead points to an event study conducted by Dr. Cain, which purports to
show that BBBY’s stock price incorporated and was affected by value-relevant information. But
Dr. Cain’s event study did not look at the Class Period. The event study actually demonstrated
that BBBY stock moved significantly on several “News Days”—each of which was months before
the Class Period—compared to its price on 132 “No News Days’—none of which fell within the
Class Period. Thus, Bratya and Dr. Cain prove only a premise that Cohen does not dispute, that
the market for BBBY securities was efficient before the Class Period began, under starkly different
conditions than the Class Period.
Professor Daniel Fischel—a Professor of Law and Business Emeritus (and former Dean)
at The University of Chicago Law School, and former Director of the Law and Economics Program
at The University of Chicago—has examined and rejected Dr. Cain’s assertions. Ex. 1 (Fischel
Report) ¶ 1. In contrast to Dr. Cain, Professor Fischel’s report examined the state of the market
for BBBY securities during the relevant time period, when Cohen made the statements that Bratya
20
allege “affect[ed] it, and cause[d] loss.” Halliburton Co., 573 U.S. at 272 (citation and internal
quotation marks omitted). From this analysis, Professor Fischel concluded:
 There is no reliable basis to conclude that BBBY stock, and therefore options, traded
in an efficient market during the Class Period.
 The Tweet that allegedly introduced artificial inflation into BBBY’s stock did not
impact its price.
 Individual inquiry is required because some, if not many, Class members did not rely
on the integrity of the market prices.
 Dr. Cain’s conclusions are fundamentally flawed and unreliable because he fails to
account for the changed circumstances around the proposed Class Period.
Ex. 1 (Fischel Report) ¶ 19.
As noted by Professor Fischel, Dr. Cain barely acknowledges the profound market
distortions plaguing BBBY securities during the Class Period, analysts’ warnings that BBBY’s
stock price reflected neither information nor reality, and the traders that deliberately exacerbated
and exploited the inefficiencies of the market. Dr. Cain’s failure to meaningfully grapple with
these distortions in the market for BBBY securities during the Class Period is fatal to Bratya’s
efforts to certify a class.
A. The Basic Presumption Is Unavailable Because Bratya Fails To Prove That BBBY
Securities Traded in an Efficient Market During the Class Period
Before the Class Period, BBBY securities were seized by short sale constraints that
impeded informational efficiency. Ex. 1 (Fischel Report) ¶¶ 23–28; SAC ¶ 24 (alleging that
“[b]efore Cohen pumped and dumped Bed Bath’s securities, Seeking Alpha had already reported
that a short squeeze was taking place” (emphasis added)). Professor Fischel observed that
“BBBY’s closing stock prices increased by 111%, rising from $5.03 on the last trading day in July
to $10.63 on August 11, 2022.” Ex. 1 (Fischel Report) ¶ 23. This price change “was far in excess
of the return experienced by either the market or BBBY’s benchmark industry over the same time
21
period.” Id. “[T]hese price distortions were temporary and contemporaneous with a corresponding
spike in trading volume as well as a substantial increase in option implied volatility” consistent
with a short squeeze. Id. ¶ 24; see also SAC ¶¶ 29 (acknowledging evidence of a short squeeze
during the Class Period).
The dramatic price increases in BBBY securities shortly before and during the putative
Class Period were not caused by new, value relevant information—a better explanation is that they
25
reflected the actions of different groups of traders. Professor Fischel opined “the Company did
not issue any press releases, hold conference calls, or otherwise provide new value-relevant
information to the market during the period when this increase occurred, let alone information that
would cause the market to value BBBY by more than twice what it had several days earlier.” Ex. 1
(Fischel Report) ¶ 25. These fluctuations flagrantly violated the principle of informational
efficiency: That market prices do move in response to value-relevant information and do not
“move substantially”—much less double in value—“in the absence of new value-relevant
information.” Id. ¶ 20. “The large stock price increase in the absence of new value-relevant
information suggests that if the market was efficient on the last trading day in July when the price
was $5.03, it was not efficient by August 11, 2022 when the price was $10.63.” Id. ¶ 28. Bratya
makes no attempt to refute these facts—it simply ignores them.
Cohen did not cause the inefficiencies that plagued the market for BBBY securities before
and during the Class Period. Bratya’s allegations to the contrary fall on the wrong side of both the
facts and the law. See SAC ¶¶138-143; ECF No. 109, at 3 (asserting “[o]n August 5, 2022, Cohen
road-tested his scheme with a tweet that was well-received by his followers, and caused the
25
A short squeeze typically peaks after 12 days or so, followed by a decline with the next 3–4
days. Ex. 1 (Fischel Report) ¶ 33. The attempted short squeeze that rocked BBBY shortly before
and during the Class Period is consistent with this observed timeline.
22
Company’s stock price to rise.”). Days before Cohen tweeted his generalized proverb, the price
of BBBY common stock increased nearly 15% in a single day (August 1), and another 33% days
later (August 5). Indeed, the attempted short squeeze had been the subject of financial reporting
well before Cohen tweeted “Ask not what your company can do for you—ask what you can do for
26
your company,” after the market closed on August 5, 2022. Ex. 46 (Aug. 5, 2022 tweet).
Contemporaneous sources likewise undermine Bratya’s assertion; no news outlet or analyst seems
to have attributed the short squeeze already roiling the Company to Cohen’s tweet. Bratya also
lacks any expert support for its claim. Dr. Cain did “not set out to form any opinions or conclusions
on whether or not [BBBY] was, in fact, subject to a short squeeze at any point in time”—nor did
he opine on when such a squeeze began or what caused it. Ex. 5 (Cain Dep.) at 142:21–25.
Bratya finds no solace in the law, either. Bratya has not even attempted to allege that the
August 5 tweet contained any actionable misrepresentation of material fact about BBBY. The
tweet contained no information about the Company at all. Against all this, Bratya’s insinuation—
that Cohen is responsible for the frictions that had undermined BBBY’s market efficiency for
nearly two weeks before his earliest alleged misstatement—borders on ridiculous. Bratya cannot
wave away the extraordinary frictions afflicting the market for BBBY securities during the Class
Period by placing them at Cohen’s feet.
1. Bratya’s Cammer and Krogman Analysis is Simplistic and Uninformative
Bratya principally justifies its invocation of Basic using factors outlined in a pair of out-
of-circuit, district court cases (neither of which have been mentioned by the Supreme Court or the
D.C. Circuit): Cammer v. Bloom, 711 F. Supp. 1264 (D.N.J. 1989), and Krogman v. Sterritt, 202
26
E.g., Curran, supra note 15.
23
27
F.R.D. 467 (N.D. Tex. 2001). Bratya’s application of the Cammer and Krogram factors relies
on the “binary view of market efficiency” repudiated by the Supreme Court. Halliburton Co., 573
U.S. at 272 (internal quotation marks omitted). Bratya reduces law and economics to a box-
checking exercise that elides the glaring anomalies in the market for BBBY securities during the
28
Class Period.
Take for instance the first Cammer factor, which considers average weekly trading volume
relative to outstanding shares during the Class Period. 711 F. Supp. at 1286. During his deposition,
Bratya’s expert, Dr. Cain, agreed that he “simply look[ed] at the number, note[d] that it’s above 1
or 2 percent, and sa[id] that the Cammer factor is satisfied.” Ex. 5 (Cain Dep.) at 100:14–18.
Accordingly, Bratya concludes this factor “strongly supports a finding of market efficiency”
because “the average weekly reported trading volume for BBBY’s common stock is more than
670 times the strong presumption threshold established by the Cammer court and more than 1300
times the substantial presumption threshold.” ECF No. 109, at 14.
27
Recent commentary suggests that although “[t]he Cammer factors have never rested on
academic footing; the meme stock phenomenon should be their last gasp. Any court accepting
them now does so in the face of inarguable evidence that they do not indicate the market efficiency
necessary for Basic’s fraud-on the-market presumption to apply.” J.B. Heaton, GameStop Hype
Exposes Securities Litigation Theory’s Flaws, Law 360 (Mar. 11, 2021),
https://tinyurl.com/pzaumcrz.
28
Only one court appears to have applied Cammer in the context of a potential short squeeze—
and at Dr. Cain’s urging, no less. See Malriat v. QuantumScape Corp., 2022 WL 17974629 (N.D.
Cal. Dec. 19, 2022). The court in QuantumScape noted that “several of the defendants’ arguments”
attacking Dr. Cain’s analysis “seem persuasive,” but ultimately certified the class. Id. at *11.
Notably, the purported squeeze in QuantumScape was a gentle wave compared to the tsunami
observed here: weekly trading volume in QuantumScape, for instance, was at 43% compared to
the 1,346.6% here. Compare id. at *7, with ECF No. 108-1 ¶ 37. And in sharp contrast to this
action, Dr. Cain opined that defendant’s experts in QuantumScape “d[id] not directly examine the
reported short selling interest to investigate this conjecture.” Expert Reply Rep. of Matthew D.
Cain ¶ 31, Malriat v. QuantumScape Corp., 2022 WL 17974629 (N.D. Cal 2022), (No. 3:21-cv-
00058), ECF No. 176-2.
24
In the view of Bratya and its expert, a steak cooked to 160 degrees is well done, and a steak
cooked to 107,200 degrees is strongly well done. Common sense counsels otherwise, and even
Bratya’s expert acknowledged that during the putative class Period, BBBY stock experienced “a
huge spike in trading volume.” Ex. 5 (Cain Dep.) at 98:18–99:2; see Ex. 1 (Fischel Report) ¶ 44
(explaining that a spike in trading volume may be indicative of coordinated market manipulation).
Yet Bratya offers no explanation for why BBBY’s frantic trading volume—which Dr. Cain
establishes is materially higher during the Class Period than the preceding year, and is on a
different planet than Cammer contemplated—should bolster rather than undermine its claim of
efficiency. Bratya checks the box, moves on, and asks this Court to do the same.
Bratya ticks through other factors in a similar manner. As for the second Cammer factor,
Bratya argues, “[d]uring the brief Class Period, 8 analyst reports regarding BBBY were issued by
8 separate firms,” which is “more than the 15 analyst reports from 5 research firms deemed
sufficient in Cammer.” ECF No. 109, at 14. Having tallied the analyst reports, Bratya ignores
what they actually said. Analysts cited by Bratya and Dr. Cain emphatically disavowed the
integrity of BBBY’s stock price, reporting:
 BBBY “has high information risk and high market risk.” Rating Update for Bed Bath
& Beyond Inc., Sadif Inv. Analytics (Aug. 17, 2022).
 “We expect the BBBY short squeeze to continue. . . . Meme stocks, and the retail long
shareholders who have created them, continue to agitate, and confound the market and
move stock prices based on momentum and not necessarily on fundamentals.” BBBY
Makes it a Meme Troika, S3 Analytics (Aug. 17, 2022).
 BBBY has “a current valuation that is disconnected from the company’s

fundamentals.” BBBY: Downgrading to Underperform, Wedbush (Aug. 18, 2022).
 The share price of BBBY is up 273% since June 30, even as institutions decreased their
holdings. BBBY: Institutional Ownership Changes in the Third Quarter, Buy Sell
Signals (Aug. 18, 2022).
25
 Given “yet another unfathomable ‘meme squeeze’ . . . we believe the writing is on the
wall that BBBY shares have again decoupled from economic reality.” Bed Bath &
29
Beyond Inc. (BBBY), Wells Fargo (Aug. 18, 2022).
These analysts’ conclusions are consistent with articles reporting that BBBY’s share price
30
reflected “a meme stock short squeeze and isn’t tied to any fundamental improvements.” Dr.
Cain insists he “did skim” these articles, but admits he did not “form[] any opinions on whether
Bed Bath & Beyond was subject to a short squeeze at any point in time,” including the Class
Period. Ex. 5 (Cain. Dep.) at 24:9–10, 115:8–12.
Indeed, Bratya affirmatively eschews any obligation to address the market dynamics for
BBBY stock during the Class Period, asserting “any argument at the class certification stage
concerning ‘fundamental value efficiency’ should fail just as it previously failed at the pleading
stage.” ECF No. 109, at 20. In doing so, Bratya confuses relevancy and determinacy.
Fundamental and informational efficiency are distinct because a mispriced stock may still
be responding to information (although it may be impossible to tell if the stock is also moving on
no information at all). But it is nonetheless relevant that market professionals concluded BBBY’s
stock price did not reflect information about the Company’s “deep sales slump,” “heavily
discounted private label merchandise,” and plans for an “expensive,” “asset-based credit line” that
31
“might not change much for the Company.” It defies commonsense to ignore analysts’ assertions
29
See also BBBY Trading Report, Stock Traders Daily (Aug. 15, 2022) (reporting BBBY’s long
term position is “weak.”); Bed Bath & Beyond, Zack’s Equity Research (Aug. 16, 2022) (asserting
the Company is “underperform[ing]” and investors should “sell.”); Bed Bath & Beyond Inc., Smart
Insider (Aug. 18, 2022) (encouraging investors to “sell” BBBY securities.).
30
Carmen Reinicke, Loop Capital says Bed Bath & Beyond Comeback Doesn’t Make
Fundamental Sense, Stock Headed to $1, CNBC (Aug. 12, 2022), https://cnb.cx/44u3IIg.
31
John Authers, Post-Pandemic Meets Postwar Era on a Blind Curve, Bloomberg (Aug. 9, 2022);
Reinicke, supra note 30.
26
that BBBY’s stock price bore no relationship to economic reality, or to disregard that the
Company’s stock price continued to skyrocket even as a wave of market professionals issued these
warnings. Neither Bratya nor Dr. Cain offers a plausible account for how BBBY’s furiously ping-
ponging stock price could have been caused by value-relevant information about the Company—
nor do they explain how a short squeeze could have “decoupled” BBBY stock “from economic
32
reality” without impeding informational efficiency. Unwilling to confront this fundamental
issue, Bratya retreats to formalistic distinctions, erecting indefensible barriers between evidence
bearing on differing kinds of efficiency.
As for the remaining factors, Bratya dutifully plods through them each, noting for instance
that BBBY was listed on the Nasdaq exchange, had more than ten market makers, and was eligible
to file a Form S-3 with the SEC. ECF No. 109, at 13–15; see also id. at 17–18 (listing Krogman
factors). These findings may be consistent with, but are certainly not dispositive of, market
efficiency. That is because the Cammer and Krogman factors are largely time-agnostic; they are
mostly static indicators that say nothing about whether a stock underwent a period of temporary
inefficiency. See Ex. 1 (Fischel Report) ¶ 52 n.105. Indeed, a market for securities “can deviate
wildly from any semblance of fundamental value . . . [T]hey can do so, invoking here the Cammer
factors, . . . regardless of the number of analysts or the volume of trade or the presence of the best
33
market makers.”
Save Cammer 5, none of these factors speak to whether a stock traded in an informationally
sensitive market—they are not “direct test[s] of efficiency.” Ex. 1 (Fischel Report) ¶ 20. And as
32
Bed Bath & Beyond Inc. (BBBY), Wells Fargo (Aug. 18, 2022).
33
Heaton, supra note 27.
27
described below, Bratya’s only direct test of efficiency (Dr. Cain’s Cammer 5 analysis) amounts
to little more than an analytical sleight of hand.
2. Bratya Did Not Test, Much Less Establish, Efficiency During the Five-
Day Class Period, During Which BBBY Was Seized by a Short Squeeze
A hallmark of any form of market efficiency is that “stock prices reflect publicly available
information” such that “prices can be shown to move following the release of new value-relevant
information.” Ex. 1 (Fischel Report) ¶ 20. “Evidence of a cause-and-effect relationship between
unexpected news and market price . . . is the critical factor—the sine qua non of efficiency.” In re
Fed. Home Loan Mortg. Corp. (Freddie Mac) Sec. Litig., 281 F.R.D. 174, 182 (S.D.N.Y. 2012).
An event study is an accepted method to test whether a stock’s price exhibits a causal relationship
with efficiency. Ex. 1 (Fischel Report) ¶ 37. But not all event studies are created equal.
Dr. Cain’s event study purports to assess whether BBBY’s stock price exhibited an
informational cause-and-effect relationship between August 12, 2021 and August 18, 2022
(“Analysis Period”) using the volatility exhibited in the prior 120 trading days (“Estimation
Window.”). ECF No. 108-1, ¶¶ 30, 64. Within this year-long period, Dr. Cain identified several
“News Days,” and compared the behavior of BBBY stock on those days against its behavior no
several defined “No News Days.” Id. ¶¶ 69, 71–76. Using his regression model, Dr. Cain
concluded that “relative to other trading days contained in each event study’s Estimation Window,
BBBY’s News Days resulted in a greater proportion of statistically significant stock price
movements . . . than BBBY’s No News Days.” Id. ¶ 78.
The problem with Dr. Cain’s event study is that it did not study the Class Period. Instead,
Dr. Cain’s event study reflects 136 days within the Analysis Period—four “News Days” and 132
“No News Days”— none of which fall within the Class Period. Indeed, the most proximate “News
Day” in Dr. Cain’s study is on June 29, 2022, a full 51 days before the Class Period began. ECF
28
No. 108-1, at Ex. 6a, ¶ 75. During his deposition, Dr. Cain acknowledged as much, explaining
“all of the Class Period days sort of fell in between where there was some amount of news
coverage. So they were not put into the No-News Days bucket, but there were no earnings
announcements. So they were not put into the News Days bucket either.” Ex. 5 (Cain Dep.)
86:19–24. That means Dr. Cain’s event study—Bratya’s only direct measure of informational
efficiency—included no data at all from the Class Period itself. At most, Dr. Cain showed that
several months before the Class Period began, BBBY’s stock price reacted to value-relevant news.
That kind of showing falls well short of Basic’s mark. Cf. In re Jan. 2021 Short Squeeze Trading
Litig., 2023 WL 9035671, at *31 (S.D. Fla. Nov. 13, 2023) (denying class certification and
rejecting argument that Basic can be invoked where “the markets for seven of the Affected Stocks
were efficient in the one-year period prior to the Class Period.” (citation omitted)).
Bratya thus attempts to prove efficiency, indirectly, by implication. Bratya reasons that an
event study about the Analysis Period can be used to show efficiency during the Class Period
because BBBY was considered a “potential meme stock and short squeeze candidate” throughout
34
them both. ECF No. 109, at 20 (emphases added) (quoting ECF No. 108-1, ¶ 105). But
conflating a short squeeze candidate with a short squeeze is like confusing a presidential candidate
with the Commander-in-Chief. Bratya’s expert, Dr. Cain agrees: “people were talking about Bed
Bath & Beyond as a short squeeze candidate. So just because people talk about that doesn’t mean
34
As support for this proposition, Dr. Cain referenced a smattering of news articles discussing
BBBY stock as a potential short squeeze candidate or in the midst of a squeeze. See ECF No. 108-
1 at n.104. Dr. Cain did nothing to corroborate the rumored short squeezes detailed in these
articles. Dr. Cain clarified during his deposition “I’m certainly not opining that Bed Bath &
Beyond, in fact, was subject to a short squeeze on any day during the Analysis Period, but what I
said is . . . that throughout the Analysis Period, people did characterize Bed Bath & Beyond as a
meme stock and a potential short squeeze candidate. That’s all I said and provided some examples
of that in Footnote 104.” Ex. 5 (Dr. Cain Dep.) at 162:11–163:20.
29
that it actually was subject to a short squeeze.” Ex. 5 (Cain Dep.) at 21:12–20 (emphasis added);
See also Ex. 1 (Fischel Report) at 13–14 (charting material differences between Analysis and Class
Periods with regards to trading volume and options implied volatility). Yet “nowhere in Dr. Cain’s
report does he analyze the ‘short squeeze dynamics’ present during the proposed Class Period.”
Ex. 1. (Fischel Report) ¶ 50. These unique dynamics makes it inappropriate to apply conclusions
about the Analysis Period to the Class Period, and Dr. Cain’s event study only captured the former.
This fundamental shortcoming is not mitigated by the fact that Dr. Cain defined his
Analysis Period to include (and end after) the five-day Class Period. The Class Period comprised
five of the 257 trading days (or roughly 5%) of the Analysis Period, and none of the days in the
Class Period are among the 136 days selected for inclusion in Dr. Cain’s event study. Ex. 1
(Fischel Report) ¶ 52. As Professor Fischel opined, “analyzing such a lengthy period to make
inferences about a shorter period within it may be appropriate if the period is relatively stable
throughout, i.e., there is not a fundamental shift in relevant metrics during the period.” Id. But as
indicated “by Dr. Cain’s own analysis of trading volume, this is not the case for BBBY stock.” Id.
Put simply, “you could say it snowed in 2023. That doesn’t mean it snowed in June of 2023.” Ex.
1 (Cain Dep.) at 154:11–13.
At most, Dr. Cain proved that at some point before the Class Period, the market price for
BBBY securities was efficient. That, however, is not the question. Federal courts have rejected
the contention that Basic “may apply if a market was generally efficient prior to any alleged
manipulation, even if it was unquestionably inefficient when a plaintiff traded”—and have thus
refused to certify classes that traded during a meme stock frenzy. In re Jan. 2021 Short Squeeze
Trading Litig., 2023 WL 9035671, at *31. The putative class in In re Jan. 2021 Short Squeeze
Trading Litig. was not so bold as to claim (as Bratya does here) that the market for securities
30
remained informationally efficient even in the midst of a meme stock short squeeze. Instead, the
putative class argued that because the defendant, Robinhood, allegedly manipulated the market by
disabling tools that encourage efficiency, the Court need only find “pre-Class Period” efficiency.
Id. The court rejected the putative class’s contention as “nonsense.” Id. After all, “[i]f a market
is not informationally efficient when the plaintiff transacts, how can a court presume that the price
reflects the bad act? The answer is simple: it cannot.” Id. The court thus denied certification
given the “dearth of evidence that the markets for the Affected Stocks were efficient when
Plaintiffs transacted.” Id. at *32, 37.
Bratya has similarly offered a dearth of evidence suggesting the market for BBBY
securities was efficient when the putative class transacted. Certification is unwarranted.
3. The Putative Class Did Not Rely on the Integrity of BBBY’s Market Price
The presumption of class-wide reliance is appropriate only if “most investors” rely on the
integrity of the market price for a security. Halliburton Co., 573 U.S. at 273 (emphasis omitted).
The presence of value investors seeking to “beat the market” does not preclude Basic so long as
those investors “trade stock based on the belief that the market price will incorporate public
information within a reasonable period.” Id. at 273–74 (citation omitted).
The problem for Bratya is that many putative class members decidedly did not “trade stock
based on the belief that the market price will [soon] incorporate public information,” id. at 274,
but rather on a belief that the market price did not and should not reflect public information. In
online posts during the Class Period, putative class members bragged about their role in rendering
BBBY’s stock price arbitrary:
 My mom asked me if I’d jump off a bridge if all my friends jumped off it first. I told
her only if Cramer tweeted 4 times telling me not to do it. $BBBY to $100. Ex. 47
(BBBY Megathread) at 1.
 BBBY to $420 because why not. Id. at 2.
31
 Just put 25k into BBBY, in 1.5 hours i will put another dollar in for every upvote
comment gets. Id. at 4.
 TIME TO FOMO BITCHES! WE HAVENT EVEN HIT THE 52 WEEK HIGH.

THIS SQUEEZE IS JUST STARTING. TOINFINITY AND
$BBBYONDDDDDD!!! Id. at 5.
 Oh shit guys I’m getting a little nervous I think it’s time to sell everything . . . MY
GIRLFRIEND, MY DOG, MY HOUSE, CAR, CUM, ORGANS, TALENTS,
MOM’S SECOND MORTGAGE, KIDS’COLLEGE FUND LETS
GOOOOOOOOOOOOOOOOOO BUY MORE. Id. at 8.
 BBBY 30% short float let’s squeeze em. Really cheap stock market cap at 450MM.
Ex 1 (Fischel Report) ¶ 46 (quoting Reddit posts).
These are not the sentiments of investors “trad[ing] stock based on the belief that the market
price will incorporate public information within a reasonable period.” Halliburton Co., 573 U.S.
at 274. These are retail investors buying in reliance “on a lack of integrity in the market price,”
treating their purchase as a gamble, and seeking to profit from a squeeze. Ex 1 (Fischel Report)
¶ 47. The Court in Basic asked “[w]ho would knowingly roll the dice in a crooked crap game?”,
485 U.S. at 247 (citation omitted), and the investors raised their hands. These putative class
members knew the game was crooked because they were the ones trying to crook it.
Bratya, likewise, did not trade in reliance on the integrity of market prices. Bratya believes
“the stock market is crazy[,] nothing economical about it anymore” “but wars of financial nerves.”
Ex. 48 (BRATYA_000605) (discussing GameStop). Bratya entered the fray believing that
markets move with “no fundamentals” and “a trade price that corresponds to nothing, like bitcoin
and twits [sic] and reddit that make it go up and down.” Ex. 14 (BRATYA_000641). If anything,
during the Class Period, Bratya traded in reliance on what it believed to be the prolonged
inefficiency of the market price for BBBY securities. Asked whether “your belief that the squeeze
would continue to drive the price up on August 17th was relevant to your decision to go long on
32
August 17th and August 18th,” David Coti confirmed “[t]hat we were continuing to be long. Yes.”
35
Ex. 2 (David Coti Dep.) at 366:21–367:3.
Perhaps some traders read into and relied on Cohen’s tweet or SEC filings. Others,
including Bratya, bet against those traders. Still others hoped to time their trades profitably—
riding the momentum of the short squeeze up, then hoping to sell before its inevitable collapse—
without any regard for either Cohen’s alleged misstatements or the relationship between BBBY’s
fundamentals and its share price. Ex. 2 (David Coti Dep.) at 164:2–4 (musing “all this is a question
of volatility . . . there is a—an opportunity”) (discussing GameStop). The putative class has
exhibited an array of reliance interests not capable of generalization and not amenable to class-
wide treatment. “Each plaintiff would have to prove reliance individually, so common issues
would not ‘predominate’ over individual ones, as required by Rule 23(b)(3).” Halliburton Co.,
573 U.S. at 281–82 (citation omitted).
B. Even if Bratya Could Invoke Basic (It Cannot), the Presumption Is Rebutted
Because the Challenged Statements Had No Price Impact
Bratya cannot clear the hurdle of showing market efficiency during the Class Period;
indeed it almost entirely sidestepped the inquiry. But even if Bratya could invoke the Basic
presumption, that presumption is rebutted by the fact that Cohen’s alleged attempt to manipulate
the stock did not “actually affect the stock’s price.” Halliburton Co., 573 U.S. at 263–64.
Qualitative evidence, quantitative evidence, and common sense uniformly compel the conclusion
that Cohen’s tweet had no measurable price impact. Goldman Sachs Grp., Inc. v. Ark. Tchr. Ret.
Sys., 594 U.S. 113, 122 (2021).
35
Bratya’s dim view of Cohen further belies any suggestion that it relied on his alleged
misstatements or mimicked his perceived trading strategies. Ex. 14 (BRATYA_000642) (stating
that with Cohen “[t]here’s going to be a constant flow of positive news, because that’s what he
specializes in. [T]alk talk and make people dream.”).
33
To assess the impact, if any, of Cohen’s tweet, Professor Fischel conducted an event study
based on the conditions present during the actual Class Period. Professor Fischel studied the stock
price return on the day of Cohen’s tweet. Ex 1 (Fischel Rep.) ¶¶ 36–38. The results are
unequivocal: the tweet is not associated with a statistically significant price movement. Id. There
is no reliable quantifiable evidence distinguishing BBBY’s price movement on the day of Cohen’s
tweet from other stock price movements during this period of heightened volatility. Id.
Professor Fischel’s finding is robust because he compared the event day in question (when
36
Cohen’s alleged misstatement was issued) to data from two appropriate estimation periods. Ex
1 (Fischel Rep.) ¶¶ 37–38. To ensure an apples-to-apples comparison, Professor Fischel used an
estimation period running 40 trading days beginning August 1, 2022 —a period in which BBBY
stock exhibited increased volatility. To verify his results, Professor Fischel also used an estimation
period running 40 trading days, split equally around the Class Period (i.e. 20 trading days before
the Class Period and 20 days after the Class Period). Ex 1 (Fischel Rep.) ¶¶ 36, 36 n.77. Dr. Cain
has endorsed (and recently employed) such short estimations periods when “an abrupt shift in the
volatility of stock returns,” would render a longer, 120-day estimation window an inapt comparator
to the time being studied. Ex. 49 (Dr. Cain Vaxart Depo Excerpt); see also Ex 5 (Cain Dep.) at
136:21–138:25. Professor Fischel’s event studies demonstrate that during this frantic trading
37
period, Cohen’s tweet made no difference.
36
As Professor Fischel explained, it is important to select an estimation period akin to the analysis
period, because the estimation period is used to determine a stock’s benchmark (or normal)
volatility during the analysis period being studied. Ex. 1 (Fischel Rep.) ¶ 36.
37
Despite recently using a short estimation window to reflect a stock’s recent trading volatility,
Dr. Cain only used a 120-day estimation window in his event study for this case. ECF No. 108-1
¶ 64. Dr. Cain professed not to have tested any other estimation window, and had no idea whether
his results would hold if he did so. Ex. 5 (Dr. Cain Dep.) at 135:15–136:12. Dr. Cain
acknowledged that selecting an inappropriate estimation window may conclusively alter the results
of an event study. Id. at 133:3–135-14.
34
Qualitative evidence confirms this result. No analyst covering BBBY mentioned the
August 12 tweet that Bratya alleges is false. See Ex. 1 (Fischel Report) ¶ 42. Nor did financial
publications or news outlets report Cohen’s tweet. That none of these sources referenced Cohen’s
tweets suggests “investors would not consciously rely on the [tweet] in making investment
decisions.” Ark. Tchr. Ret. Sys. v. Goldman Sachs Grp., Inc., 77 F.4th 74, 104 (2d Cir. 2023).
Likewise, Cohen’s second alleged misrepresentation (contained in his August 16 Schedule 13D)
went largely unnoticed by market professionals. True, a couple press outlets connected the rise in
BBBY’s stock price to disclosures in Cohen’s Form 3, but Bratya takes no issue with that filing.
What’s more, these sources falsely reported that Cohen’s Form 3 disclosed a purchase of new call
38
options, when it did no such thing. To the extent that the price of BBBY stock reacted to third-
parties’ unfounded misstatements about Cohen, such impact is not attributable to Cohen.
As for Cohen’s final alleged misrepresentation, there is no source attributing an increase
in BBBY’s stock price to Cohen’s Form 144 on August 16, which disclosed a “potential” sale of
his entire holdings in BBBY rather than an ongoing sale of the same. Instead, news articles
captured the relevant takeaway: Cohen’s Form 144 “reveal[ed] intent to sell [his] entire stake” in
39
BBBY. Others went further, apparently misreporting that the Form 144 stated Cohen had already
40
sold his stake. It defies credulity to assert that the price of BBBY stock was impacted by the
inclusion of the word “potential” in the “Remarks” section of a form titled “Notice of Proposed
Sale of Securities.” Goldman Sachs Grp., 594 U.S. at 122–23 (“The generic nature of a
38
E.g., note 21, supra.
39
Lauren Thomas & Jesse Pound, Bed Bath & Beyond Shares Fall After Investor Ryan Cohen
Reveals Intent To Sell Entire stake, CNBC (Aug. 17, 2022), https://cnb.cx/3JLxVZv.
40
E.g., Seeking Alpha, supra note 23
35
misrepresentation often will be important evidence of a lack of price impact . . . ” “regardless [of]
whether the evidence is also relevant to a merits question like materiality.”). BBBY stock price
did not fluctuate based on a stray qualifier buried within an SEC filing disclosing Cohen’s notice
of a proposed sale of BBBY securities.
During the Class Period, the market price for BBBY securities did not reflect economic
reality, much less material public information. Nor did that market price reflect the alleged
misrepresentations on which Bratya bases its claims.
II. This Court Should Deny Certification Because Bratya Offers No Way To Measure
Class-Wide Damages
Although “[c]alculations need not be exact,” a plaintiff at the class certification stage must
provide “evidentiary support” sufficient to “establish that damages are susceptible of measurement
across the entire class for purposes of Rule 23(b)(3).” Comcast Corp. v. Behrend, 569 U.S. 27,
33, 35 (2013). When considering whether damages are amenable to class-wide resolution, “Rule
23, as construed in Comcast, requires a hard look at the soundness of statistical models that purport
to show predominance.” Dakota Granite Co. v. BNSF Ry. Co. (In re Rail Freight Fuel Surcharge
Antitrust Litig. – MDL No. 1869), 934 F.3d 619, 621 (D.C. Cir. 2019) (internal quotation marks
omitted).
This Court cannot take the requisite “hard look” at Bratya’s damages methodology because
Bratya offers none. Relying on pre-Comcast cases, Bratya asks this Court to accept its bare
assurances that there exists a reliable and valid method to measure damages. ECF No. 109, at 20–
21 (citing Livengood Feeds, Inc. v. Merck KGAA (In re Vitamins Antitrust Litig.), 209 F.R.D. 251,
268 (D.D.C. 2002)). But Dr. Cain does not elucidate upon what this method might be. When
asked how he could possibly disentangle price movements (and thus, damages) attributable to
Cohen’s alleged misrepresentations from those attributable to the maelstrom of market frictions
36
plaguing BBBY stock during the Class Period, Dr. Cain replied vaguely that he “would carry out
a reasonable and appropriate analysis.” Ex. 5 (Cain. Dep.) at 165:1–167:21. And when pressed,
Dr. Cain conceded he could not describe the steps comprising this “reasonable and appropriate
analysis.” Id.
Dr. Cain’s admissions are understandable. Like Dr. Cain, Professor Fischel is “not aware
of any methodology, let alone a ‘standard, common’ one, that could be applied in this case to
differentiate price movements caused by allegedly misstated information from the distorted price
movements caused by the rumored short squeeze.” Ex. 1 (Fischel Report) ¶ 57. Having failed to
identify any appropriate model for class-wide damages, however, class-wide treatment is
41
inappropriate. Bratya’s “trust us” theory of damages cannot satisfy Comcast.
III. This Court Should Deny Certification Because Bratya Cannot Represent the Class
A. Bratya Is Atypical (and there Is No Typical Class Member)
“Typicality means that the representative plaintiff[] must ‘possess the same interest and
suffer the same injury’ as the other class members.” Damus v. Nielsen, 313 F. Supp. 3d 317, 331
(D.D.C. 2018) (quoting Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147, 156 (1982) (citation
omitted)). A class representative is atypical of a class if its claims would be “subject to any unique
defenses which threaten to become the focus of the litigation.” Loftin v. Bande (In re Flag Telecom
Holdings, Ltd. Sec. Litig.), 574 F.3d 29, 40 (2d Cir. 2009) (internal quotation marks omitted).
Bratya is atypical of the class it seeks to represent.
41
Dr. Cain’s confidence that he can ascertain an appropriate damages methodology is particularly
puzzling given his insistence that BBBY stock does not have to be fundamentally efficient to be
informationally efficient. ECF No. 108-1 ¶¶ 103-105. As Professor Fischel explained, “if the
market for BBBY stock was somehow informationally efficient but not fundamentally efficient
during the putative Class Period, then changes in the stock price”—Dr. Cain’s proposed damages
methodology—“are not reliable measures of the value of the information related to Plaintiff’s
allegations.” Ex. 1 (Fischel Report) ¶ 59.
37
The incurable deficiency plaguing this case is that during the Class Period, there was no
representative BBBY investor. BBBY investors throughout the Class Period were driven by a
diverse and contradictory array of motivations—pursuing different strategies for different reasons,
with few (if any) relying on the integrity of the market price. The putative class is typified only
by its confident distrust in the integrity of the market price of BBBY securities.
If any plaintiff could be deemed typical of this varied group of investors, however, it would
certainly not be Bratya. Bratya is vulnerable to unique defenses on the issue of reliance, which
renders it atypical, and precludes class certification. The Court in Basic explained:
[A] plaintiff who believed that [defendant]’s statements were false . . . and who
consequently believed that [Company] stock was artificially underpriced, but sold
his shares nevertheless because of other unrelated concerns, e.g., potential antitrust
problems, or political pressures to divest from shares of certain businesses, could
not be said to have relied on the integrity of a price he knew had been manipulated.
485 U.S. at 249.
Thus, courts refuse to certify classes led by plaintiffs that did not themselves rely on a
defendant’s alleged misstatements. E.g., Kas v. Fin. Gen. Bankshares, Inc., 105 F.R.D. 453, 462
(D.D.C. 1984); Fleck v. Cablevision VII, Inc., 763 F. Supp. 622, 627 (D.D.C. 1991) (collecting
cases); see also GAMCO Invs., Inc. v. Vivendi, S.A., 927 F. Supp. 2d 88, 97 (S.D.N.Y. 2013)
(holding defendants had rebutted any presumption of reliance because the subject of defendant’s
alleged misstatements “was irrelevant to Plaintiffs’ decision to purchase [Company] securities
during the Relevant Period.”) aff’d sub nom. GAMCO Invs., Inc. v. Vivendi Universal, S.A., 838
F.3d 214 (2d Cir. 2016).
38
Bratya did not rely on the veracity of Cohen’s alleged misstatements when executing its
42
trades in BBBY securities. To the contrary, Bratya bet against Cohen at every turn. Take for
instance, Cohen’s tweet on August 12. Bratya alleged the tweet was “a rallying cry to buy Bed
Bath’s stock,” but Bratya did not heed it. SAC ¶ 149. Instead, Bratya responded to Cohen’s tweet
by initiating roughly $241,000 in new short positions and offloading $14,000 of BBBY common
stock. Ex. 10 (BRATYA_000018). Bratya continued to short BBBY’s stock in the days following
Cohen tweet, selling call options on August 15 for more than $600,000. Id.; see also Ex. 3
(BRATYA_000744) (writing “BBBY WILL BE A NICE POSITION” on August 15).
Nor did Bratya rely on Cohen’s second alleged misstatement contained in his August 16
Schedule 13D. To the contrary, Bratya thought the price of BBBY securities was “unrealistic.”
Ex. 3 (BRATYA_000746). It “d[id]n’t mean anything” that premarket trading had driven the price
of BBBY securities yet higher because “[t]he premarket is the ape mongols.” Ex. 3
(BRATYA_000747). David Coti recalled that BBBY’s stock price “it became, again, extravagant
value at this level.” Ex. 2 (David Coti Dep.) 37:7–10. Bratya thus maintained a strategy adverse
to the retail traders allegedly relying upon Cohen’s Schedule 13D and opposite of the class it seeks
to represent. Ex. 10 (BRATYA_000018).
42
Bratya seems almost reflexively inclined to disbelieve Cohen. Years earlier, when discussing
Cohen’s investment in GameStop, David Coti mused “I think Cohen will be a financial success,
but reddit will suffer and so will the company.” Ex. 14 (BRATYA_000642). Edouard responded
“[t]here’s going to be a constant flow of positive news, because that’s what he specializes in.
[T]alk talk and make people dream.” Id. But Bratya never trusted Cohen’s word, because
“[r]eality comes back with numbers . . . and then it’s shit for them I tell you.” Id.; see also Ex. 5
(David Coti Dep.) at 301:13–14 (musing “Cohen is a really fucking good marketer.”).
39
Indeed, Bratya did not even become a member of the putative class until the next-to-last
43
day of the Class Period, August 17. It did so almost by accident. Upon reviewing a news article
reporting Cohen had closed his investment in BBBY, the Coti brothers were gleeful, proclaiming
“BROOO [t]his removes so much pressure [o]n the position.” Ex. 3 (BRATYA_000748); Ex. 2
(David Coti Dep.) at 373:2–7 (responding “[a]t that moment, obviously, it was good” when asked
“[w]ere you happy when you saw a headline stating Ryan Cohen sold his entire stake in
[BBBY]?”). It was only then, when retail investors began exiting their long positions, that Bratya
became a member of the putative class by acquiring BBBY shares and long call options. Ex. 10
(BRATYA_000018); ECF No. 109, at 5 (defining the putative class). Even so, Bratya hedged by
selling two tranches of call options on August 17 for roughly $335,000 and $485,000, respectively.
Ex. 3 (BRATYA_000748). Bratya netted more than $3.1 million when it sold 116,000 shares on
August 17, at a price close to the highest that BBBY would hit during the Class Period. Id.
Bratya is subject to a second unique defense: It understood that Cohen had sold his shares
on August 17, and cannot plausibly allege that it remained duped (or suffered damages) until after
market-close on August 18. See SAC ¶ 177 (identifying as collective disclosures Cohen’s August
18 Form 4 and Schedule 13D). Bratya thrice confirmed during sworn testimony that any
misconception it had about Cohen’s long-term investment in the Company had been corrected by
43
Bratya’s trading records reflect an “Investment,” of BBBY stock at $20.65 per share on August
15, a curious entry given that the records otherwise uniformly use the term “Buy” to designate a
purchase of common stock. Ex. 10 (BRATYA_000016). David Coti testified that the entry
denotes a purchase of BBBY common stock on August 15 at a price of $20.65 per share, but
conceded that his claim might be contradicted by the actual price of BBBY common stock on
August 15. Ex. 2 (David Coti Dep.) at 209:12–210:21. Sure enough, the price of BBBY common
stock never reached $20.65 on August 15—it peaked at around $17, or roughly $4 less than the
price of Bratya’s “Investment.” Ex. 50 (Aug. 15, 2022 Intraday Price Chart). It thus remains a
mystery whatever type of transaction this “Investment” reflects, which Bratya notably did not
include in its November 7, 2022 calculation of alleged damages. ECF No. 14-4.
40
August 17. First, recalling an article exchanged between the brothers at 2:11 PM (EST), David
Coti testified “on the 17th at 10 [PM local], ‘Ryan Cohen sells his entire stake in Bed Bath &
Beyond’ . . . So we knew it.” Ex. 2 (David Coti Dep.) at 100:21–101:3. Second, when asked
again: “As of 10:11 p.m. [local] on August 17th, 2022, you knew that Ryan Cohen has sold his
entire stake?” David Coti confirmed “Yep.” Id. at 102:9–11. And a third time, on redirect from
his counsel, David Coti was asked: “On August 17th, did you believe that Mr. Cohen had sold his
shares?” to which Coti answered “Yes.” Id. at 408:2–5. Given that Bratya’s first qualifying
transactions happened on August 17 (potentially after it became aware Cohen had exited BBBY),
there are serious questions about whether Bratya is even part of the putative class, much less an
appropriate representative.
Bratya’s trading history makes clear that Cohen’s alleged misstatements “was irrelevant to
[Bratya’s] investment decisions, except to the extent that each corrective disclosure made [BBBY]
a more attractive investment.” GAMCO, 927 F. Supp. 2d at 97. Indeed, after Cohen filed allegedly
“corrective disclosures” in a Form 4 on August 18, Bratya pressed ahead with its new long strategy,
executing additional stock and call option purchases. Ex. 10 (BRATYA_000018). This Court
need not question whether “[Bratya] would have purchased [Company] securities even had it
known of [Cohen’s] alleged fraud” because—having learned of Cohen’s alleged fraud during the
putative class Period—it actually did so. GAMCO Invs., Inc. v. Vivendi Universal, S.A., 838 F.3d
214, 218 (2d Cir. 2016).
B. Bratya Is Inadequate
To be adequate, a class representative must prove its ability “to vigorously prosecute the
interests of the class through qualified counsel.” Fed. R. Civ. P. 23(a)(4); J.D. v. Azar, 925 F.3d
1291, 1312 (D.C. Cir. 2019) (citation omitted). “Adequacy embraces two components: the class
representative (i) must not have antagonistic or conflicting interests with the unnamed members
41
of the class and (ii) must appear able to vigorously prosecute the interests of the class through
qualified counsel.” Id. (citations and quotation marks omitted). Bratya fails on the first count.
Bratya has made its antagonism to unnamed members of the putative class—namely, retail
investors—abundantly clear. Bratya has variously referred to retail investors as “ape mongols,”
“barbares,” “scum bags”, and those who “put[] in their minimum wage at robinhood.” Ex. 3
(BRATYA_000747); Ex 4 (BRATYA_000623) (second and third quote); Ex. 14
(BRATYA_000638) (fourth quote). Bratya has evidenced no consideration for retail investors
who “don’t give a fuck about finance and don’t understand a thing about it.” Ex. 51
(BRATYA_000625). Bratya believes, “[i]t’s just a game between reddits and wall street, we’re at
war.” Ex. 13 (BRATYA_000658). Bratya has made clear how it conceives itself in this ongoing
“war,” and it is not as the representative leader of investors going long on BBBY securities.
CONCLUSION
For the reasons set forth above, Bratya’s motion should be denied.
Dated: May 17, 2024 Respectfully submitted,
/s/ Steven M. Farina _____________

Dane H. Butswinkas (D.C. Bar # 425056)
Steven M. Farina (D.C. Bar # 437078)
Brian T. Gilmore (D.C. Bar # 1030601)
Madeline C. Prebil (D.C. Bar # 1778724)
680 Maine Avenue, S.W.
Washington, DC 20024
T: (202) 434-5000
F: (202) 434-5029
dbutswinkas@wc.com
sfarina@wc.com
bgilmore@wc.com
mprebil@wc.com
Counsel for RC Ventures LLC and Ryan Cohen
42
CERTIFICATE OF SERVICE
I hereby certify that on May 17, 2024, I caused to be electronically transmitted a copy of
the foregoing Notice of Appearance to the Clerk’s Office using the CM/ECF No. system, and
service was effected electronically to all counsel of record.
/s/ Steven M. Farina

Steven M. Farina
43
Case 1:22-cv-02541-TNM Document 117-1 Filed 05/17/24 Page 1 of 73
EXHIBIT 1
UNITED STATES DISTRICT COURT

DISTRICT OF COLUMBIA
IN RE BED BATH & BEYOND Case No. 1:22-cv-02541-TNM

CORPORATION SECURITIES
LITIGATION
EXPERT REPORT OF DANIEL R. FISCHEL
May 17, 2024

I. QUALIFICATIONS
1. I am President and Chairman of Compass Lexecon, a consulting firm that
specializes in the application of economics to a variety of legal and regulatory issues. I am also
the Lee and Brena Freeman Professor of Law and Business Emeritus at The University of
Chicago Law School. I previously served as Dean of The University of Chicago Law School,
Director of the Law and Economics Program at The University of Chicago, and as Professor of
Law and Business at The University of Chicago Graduate School of Business (by courtesy), the
Northwestern University Law School, and the Kellogg School of Management at Northwestern
University (by courtesy).
2. Both my research and teaching have concerned the economics of corporate law
and financial markets. I have published approximately fifty articles in leading legal and
economics journals and am coauthor, with Judge Frank Easterbrook of the Seventh Circuit Court
of Appeals, of the book The Economic Structure of Corporate Law (Harvard University Press).
Courts of all levels, including the Supreme Court of the United States, have cited my articles as
authoritative. My curriculum vitae, which contains a list of my publications, is attached hereto
as Appendix A.
3. I have served as a consultant or advisor on economic issues to the United States
Department of Justice, the United States Securities and Exchange Commission, the National
Association of Securities Dealers, the New York Stock Exchange, the Chicago Board of Trade,
the Chicago Board Options Exchange, the Chicago Mercantile Exchange, the New York
Mercantile Exchange, the United States Department of Labor, the Federal Deposit Insurance
Corporation, the Resolution Trust Corporation, the Federal Housing Finance Agency, and the
Federal Trade Commission, among others.
1
4. I am a member of the American Economic Association and the American Finance
Association. I am also a former member of the Board of Governors of the Becker Friedman
Institute at The University of Chicago, a former Advisor to the Corporate Governance Project at
Harvard University, a former member of the Board of Directors of the Center for the Study of the
Economy and the State at The University of Chicago, and former Chairman of the American
Association of Law Schools’ Section on Law and Economics. I have testified as an expert
witness in multiple proceedings in federal and state courts across the country, as detailed in
Appendix A, including as an expert in multiple securities fraud litigations.
5. I have been assisted by Compass Lexecon’s professional staff. Appendix B lists
materials that I have relied upon in forming my opinions in this matter.1 Compass Lexecon bills
my time at a rate of $1,950 per hour. My compensation is not contingent on the outcome of this
case.
II. BACKGROUND
6. Bed Bath & Beyond, Inc. (“BBBY” or the “Company”) was a specialty home
retailer in North America that sold a wide assortment of merchandise for the home and home
furnishings through physical retail stores and e-commerce platforms. 2 In addition to Bed Bath &
Beyond stores, the Company operated buybuy BABY stores which sold baby essentials and
nursery furnishings. 3 In 2019, the Company started divesting non-core business and real estate
as part of an ongoing business transformation with the goal of adapting to the changing retail
market and meeting the evolving needs of its customers. 4 BBBY common stock traded on the
1. I reserve the right to update my analyses and conclusions if additional information is made
available to me.
2. BBBY Form 10-K for the fiscal year ended February 26, 2022 (“2022 10-K”) at 4.
3. 2022 10-K at 4.
4. 2022 10-K at 4-5. For the fiscal years ending February 2020, 2021 and 2022, the Company had
operating losses of $700.1 million, $336.9 million and $407.6 million, respectively. Id. at 33.
2
Nasdaq stock market until April 23, 2023 when the Company filed for bankruptcy. 5 BBBY
started liquidating its stores shortly thereafter. 6
7. On March 7, 2022, Ryan Cohen and RC Ventures LLC (“RC Ventures”), an
investment fund owned by Mr. Cohen, 7 filed a Schedule 13D with the Securities and Exchange
Commission (“SEC”) indicating that they had acquired a 9.8% equity stake in BBBY comprised
of 7,780,000 shares of common stock and 1,670,100 out-of-the-money call options expiring
January 20, 2023. 8 Attached to the 13D filing was a letter from Mr. Cohen to BBBY’s board of
directors (the “Board”) encouraging the Board to explore strategic alternatives including selling
the Company, selling or spinning off the buybuy BABY banner, or selling part of its businesses
or other assets. 9
8. On March 25, 2022, Mr. Cohen and RC Ventures filed an amended Schedule
13D, which disclosed that Mr. Cohen, RC Ventures, and BBBY had entered into a cooperation
agreement. 10 Pursuant to this agreement, BBBY increased the size of its Board by three
additional members, Mr. Cohen and RC Ventures agreed not to acquire more than 19.9% of
5. 2022 10-K at 24; BBBY Form 12b-25, April 26, 2023.

6. “UPDATE 3-Bed Bath & Beyond files for bankruptcy protection after long struggle, begins
liquidation sale,” Reuters, April 23, 2023, 7:12 AM ET.
7. Ryan Cohen co-founded pet supply company Chewy, Inc. and served as its chief executive officer
(“CEO”) until the company was sold to PetSmart, Inc. in 2017. In September, 2020, through RC
Ventures, Mr. Cohen disclosed an equity stake of almost 10 percent in GameStop. Mr. Cohen
was named a member of GameStop’s Board of Directors in January 2021, elected Chairman of
the Board in June 2021, and appointed CEO in September 2023. See “PetSmart’s Latest Bite at
E-Commerce: Chewy.com,” Wall Street Journal, April 18, 2017, 8:37 PM ET. “GameStop Rises
on Investor’s Plan to Make It an Amazon Rival,” Bloomberg, September 21, 2020, 7:22 PM ET.
“Biography – Ryan Cohen,” available at https://investor.gamestop.com/board-member/ryan-
cohen, accessed May 17, 2024.
8. RC Ventures Schedule 13D, March 7, 2022. The January 20, 2023 call options consisted of
1,125,700 call options with an exercise price of $60, 44,400 options with an exercise price of $75,
and 500,000 options with an exercise price of $80.
9. RC Ventures Schedule 13D, March 7, 2022.
10. RC Ventures Schedule 13D, Amendment No. 1, March 25, 2022. See also BBBY Form 8-K,
March 25, 2022.
3
BBBY common stock, and Mr. Cohen and RC Ventures agreed to vote for directors nominated
and proposals recommended by the Board. 11 In addition, two of the Board members nominated
by Mr. Cohen and RC Ventures joined a four-member Strategy Committee of the Board formed
to support the Board’s oversight and review of a strategic analysis of the buybuy BABY
business. 12
9. On June 1, 2022, the Company filed a Proxy Statement with the SEC, which
disclosed that, while RC Ventures owned the exact same number of shares and options reported
in the March 7, 2022 13D filing, the ownership interest had increased to 11.8% because of a
decline in the Company’s shares outstanding from Company share repurchases. 13 BBBY issued
an earnings report dated June 28, 2022 disclosing a Q2 2022 loss of $2.83 per share, significantly
larger than the expected loss of $1.39 per share. 14
10. On August 5, 2022, Seeking Alpha published an article titled “Bed Bath &
Beyond shares soar 30%+ amid suspected short-squeeze.” 15 On August 8, 2022, Barrons.com
reported: “Bed Bath & Beyond, a former meme stock, appears to once again be a favorite of the
Reddit investing crowd. With some 46% of the shares shorted, and a seemingly endless stream
of bad news souring sentiment on Wall Street, Bed Bath & Beyond looks like many other
11. RC Ventures Schedule 13D, Amendment No. 1, March 25, 2022. Prior to the agreement,
BBBY’s board of directors consisted of 11 members. Mr. Cohen and RC Ventures were not
required to vote on the board’s nominated directors and recommended proposals if Glass Lewis, a
proxy advisor company, recommended against them. Id.
12. RC Ventures Schedule 13D, Amendment No. 1, March 25, 2022.
13. BBBY Schedule 14A, June 1, 2022 at 74. BBBY Form 10-Q for the quarterly period ended May
28, 2022 at 15; BBBY Form 10-Q for the quarterly period ended August 27, 2022 at 17 (stating
that the repurchase program was completed in the first quarter of fiscal 2022).
14. BBBY Form 8-K, June 29, 2022 (Earnings Press Release); “Bed Bath & Beyond Stock Slumps as
CEO Steps Down and Loss Wider Than Expected,” Dow Jones Institutional News, June 29, 2022,
7:50 AM ET.
15. “Bed Bath & Beyond shares soar 30%+ amid suspected short-squeeze,” Seeking Alpha, August 5,
2022, 12:01 PM ET.
4
unloved meme stocks that have been adopted by retail investors posting online in places like the
Wall Street Bets subReddit.” 16
11. On August 12, 2022, before market open, CNBC tweeted a link to its article titled
“Loop Capital says Bed Bath & Beyond comeback doesn’t make fundamental sense, stock
headed to $1.” 17 At 10:42 AM ET, Mr. Cohen replied to the CNBC tweet with a tweet stating:
“At least her cart is full .” 18 On August 15, 2022, after market close, Mr. Cohen and RC
Ventures filed a Form 3 repeating that they owned 7,780,000 common shares of BBBY and
beneficially owned 1,670,100 shares underlying call options. 19 On August 16, 2022, before
market open, Mr. Cohen and RC Ventures filed an amendment to their March 7, 2022 Schedule
13D reflecting that their equity stake in BBBY common stock had increased to 11.8% “solely
due to a change in the number of outstanding Shares of the Issuer.” 20 On August 17, 2022, the
SEC’s website published RC Ventures’ Form 144, dated August 16, 2022 indicating a “proposed
sale” of its entire position in BBBY beginning August 16, 2022. 21 On August 18, 2022, after
market close, Mr. Cohen and RC Ventures filed a Schedule 13D amendment disclosing that on
August 16 and 17, 2022 they had sold their entire position (both stock and options) in BBBY.22
16. “Bed Bath & Beyond Stock Is Flying. Thank the Meme Trade,” Barron’s Online, August 8, 2022,
3:57 PM ET.
17. CNBC, Twitter Post, August 12, 2022, 7:04 AM ET, available at
https://twitter.com/CNBC/status/1558046723053953025 (accessed May 17, 2024).
18. Ryan Cohen, Twitter Post, August 12, 2022, 10:42 AM ET, available at
https://twitter.com/ryancohen/status/1558101541453795329?lang=en (accessed May 17, 2024).
19. RC Ventures Form 3, August 15, 2022. Note that these are the exact same positions previously
reported in RC Ventures Schedule 13D, Amendment No. 1, March 25, 2022.
20. RC Ventures Schedule 13D, Amendment No. 2, August 16, 2022. Note that this is the same
ownership percentage that was disclosed in the June 1, 2022 Proxy filing by the Company.
21. RC Ventures Form 144, August 16, 2022, available at https://www.sec.gov/files/forms-144-2022-
08-16.zip.
22. RC Ventures Schedule 13D, Amendment No. 3, August 18, 2022. Mr. Cohen and RC Ventures
sold 5,000,000 common shares on August 16, 2022 at an average price of $21.17, and 2,780,000
common shares on August 17, 2022 at an average price of $25.96. They sold all 1,670,100
options on August 17, 2022 at an average price of $6.75.
5
III. ALLEGATIONS, ASSIGNMENT, AND SUMMARY OF CONCLUSIONS
12. Bratya SPRL (“Plaintiff”) filed a securities class action lawsuit seeking to recover
damages allegedly caused by Defendants Mr. Cohen, RC Ventures, BBBY, and Sue E. Gove 23
on behalf of all persons who purchased or otherwise acquired BBBY’s common stock and long
call options between August 12, 2022 and August 18, 2022 (the “Class Period”). 24 Specifically,
Plaintiff claims violations under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
(“Exchange Act”) and Rule 10b-5 promulgated thereunder against all Defendants, as well as
under Sections 9(a), 9(f), and 20(A) of the Exchange Act against Mr. Cohen and RC Ventures. 25
13. Plaintiff alleges that, prior to selling their BBBY stock and options, Mr. Cohen
and RC Ventures received material non-public information about the Company’s liquidity and
credit crises, and its inability to sell or spinoff buybuy BABY. 26 Plaintiff further alleges that Mr.
Cohen engaged in a “pump-and-dump scheme,” artificially inflating the price of BBBY’s
common stock throughout the Class Period by publicly encouraging retail investors to buy shares
of BBBY by issuing misleading statements and SEC filings while he planned on selling RC
Ventures’ equity stake and options. 27
14. In particular, Plaintiff alleges that Mr. Cohen’s moon-emoji Twitter post on
August 12, 2022 (the “Tweet”) and RC Ventures’ amended Schedule 13D filed before market
23. In Re Bed Bath & Beyond Corporation Securities Litigation, Case No. 1:22-cv-02541-TNM,
Second Amended Class Action Complaint, January 30, 2023 (“SAC”) at 1. The claims against
Ms. Gove were dismissed from the lawsuit, and the claims against BBBY were stayed pending
bankruptcy. See In Re Bed Bath & Beyond Corporation Securities Litigation, Case No. 1:22-cv-
02541-TNM, Memorandum Opinion, July 27, 2023 at 1, 8, 9, & 20.
24. SAC ¶ 1. In Re Bed Bath & Beyond Corporation Securities Litigation, Case No. 1:22-cv-02541-
TNM, Lead Plaintiff’s Motion for Class Certification and Appointment of Class Representative
and Class Counsel (“Plaintiff’s Memo”) at ¶ 1.
25. SAC ¶ 1.
26. SAC ¶¶ 196, 233 & 240.
27. SAC ¶¶ 8 & 31.
6
hours on August 16, 2022 inflated the price of BBBY’s common stock and options. 28 Plaintiff
further alleges that Mr. Cohen hid his intent to sell and his sales by (i) filing a Form 144
disclosing that he may sell his BBBY position via email on August 16, 2022, thereby delaying
public disclosure until after market close on August 17, 2022; 29 and (ii) failing to disclose in the
same Form 144 that he had already sold “substantial quantities” of common stock and options at
the time he signed the Form 144. 30
15. In support of its motion for class certification, Plaintiff has submitted the Expert
Report of Matthew D. Cain, Ph.D. dated February 15, 2024 (“Cain Report”). 31 Dr. Cain’s
principal opinions are that (i) the markets for BBBY common stock and options were efficient
throughout the Class Period and (ii) damages can be “calculated on a class-wide basis subject to
standard, common methodologies for each of Plaintiffs’ pending claims.” 32
16. Dr. Cain’s opinion of market efficiency for BBBY common stock is based on his
analysis of eleven factors, principally those described in the Cammer and Krogman cases, over
the period August 12, 2021 to August 18, 2022 (the “Cain Analysis Period”). 33 Among other
things, he opines that “[t]hough not necessary for a finding of market efficiency [under his
understanding of caselaw], the cause-and-effect relationship between new Company disclosures
and resulting Common Stock price movements (which [he] analyze[d] under the fifth Cammer
28. SAC ¶¶ 8-9 & 162.

29. SAC ¶ 10.
30. SAC ¶ 174.
31. See Exhibit A to Plaintiff’s Memo.
32. Cain Report ¶ 3.e.
33. Cain Report ¶¶ 30 & 105. The Cammer factors are Average Weekly Trading Volume, Analyst
Coverage, Market Makers, SEC Form S-3 Filing Eligibility, and Cause and Effect Relationship
Between Company Information and Stock Prices. Id. ¶¶ 35, 40, 48, 54 & 57. The additional
factors (including the Krogman factors) are Market Capitalization, Bid-Ask Spread, Public Float,
Institutional Ownership, Autocorrelation, and Active Options Trading. Id. ¶¶ 79, 83, 88, 92, 95 &
100.
7
factor) further demonstrates that BBBY Common Stock traded in an efficient market throughout
the Class Period.” 34
17. Dr. Cain notes that “the Cammer and Krogman factors are not relevant for
gauging market efficiency of options markets,” and concludes that the markets for BBBY’s
options were efficient in part because BBBY’s common stock traded in an efficient market. 35
18. Dr. Cain also opines that he can apply the “out-of-pocket” methodology to
estimate per-share damages class-wide for violations of Sections 9(a) and 10(b) of the Exchange
Act in this matter. 36 He states that “[t]his approach calculates damages formulaically as the
artificial inflation in the share price at the time of purchase minus the artificial inflation in the
share price at the time of sale.” 37 Dr. Cain explains that “event studies” that “measure stock
price reactions to corrective disclosures which revealed the relevant truth that was concealed by
alleged material omissions and/or misrepresentations … are widely employed to calculate
artificial inflation.” 38 He claims that the impact of “‘confounding information’ [i.e., ‘non-fraud
related factors’] on the price of BBBY securities can be determined on a common, class-wide
basis using various accepted methodologies.” 39, 40
34. Cain Report ¶ 3.c.

35. Cain Report § VI.C. & ¶¶ 113-117.
36. Cain Report ¶¶ 118-121.
37. Cain Report ¶ 120.
40. Dr. Cain also concludes that class-wide damages for violation of Section 20A of the Exchange
Act can be measured based on the statutory provisions as (i) “losses avoided” from selling shares
during the Class Period as opposed to selling shares after the relevant truth at the end of the Class
Period; or (ii) “profits gained” in “causal connection with defendants’ unlawful acts, including
prejudgment interest in the losses avoided and profits gained calculation.” Cain Report ¶¶ 134-
135. Dr. Cain notes that event studies also can be used to estimate alleged damages under
Section 20A. Id. ¶ 135 n.133.
8
19. I have been asked by counsel for Mr. Cohen and RC Ventures to evaluate
Plaintiff’s claims in light of the relevant economic evidence and to review and respond to the
Cain Report. Based on my review and analysis of the materials listed in Appendix B, I have
reached the following principal conclusions: 41
• There is no reliable basis to conclude that BBBY stock, and therefore options,
traded in an efficient market during the Class Period.
• The Tweet that allegedly introduced artificial inflation into BBBY’s stock did not
impact its price.
• Individual inquiry is required because some, if not many, Class members did not
rely on the integrity of the market prices.
• Dr. Cain’s conclusions are fundamentally flawed and unreliable because he fails
to account for the changed circumstances around the proposed Class Period.
I elaborate on and provide the bases for these opinions in the remainder of this report.
IV. THERE IS NO RELIABLE BASIS TO CONCLUDE THAT BBBY STOCK, AND

THEREFORE OPTIONS, TRADED IN AN EFFICIENT MARKET DURING THE
CLASS PERIOD
20. A hallmark of market efficiency – regardless of how it is defined – is that stock
prices reflect publicly available information, hence the only direct test of efficiency is whether
prices can be shown to move following the release of new value-relevant information. 42 As a
corollary, prices are not expected to move substantially in the absence of new value-relevant
information except in rare instances by chance. While BBBY stock, like other stocks trading on
national exchanges, may be efficient by this metric during most periods, this was not case for the
41. My analysis in this report focuses on BBBY’s stock. Because BBBY’s option prices are
derivative of BBBY’s stock prices, my opinions are equally applicable to BBBY’s options.
42. I note that in analyzing whether BBBY’s stock price responded to new value-relevant
information, Dr. Cain analyzes the Company’s quarterly earnings announcements prior to the
Class Period. Cain Report ¶ 73.
9
stock leading up to and during the five-day Class Period when it was subject to a rumored short
squeeze.
21. Plaintiff acknowledges that this rumored short squeeze occurred but fails to
analyze the implications of that recognition for market efficiency. Moreover, as will be
explained below in Section VII, Plaintiff’s expert Dr. Cain failed to conduct any discrete analysis
of market efficiency during the Class Period. 43 The principal implications of the rumored short
squeeze ignored by Plaintiff and Dr. Cain are that it: (i) distorted BBBY stock prices and
volatility in the absence of any new value-relevant information inconsistent with market
efficiency; (ii) limited the ability of investors to short sell the stock during this period, which is
necessary for market efficiency; and (iii) was understood to have only a temporary impact on
BBBY stock prices inconsistent with the random walk necessary for market efficiency.
22. Before discussing each of these implications in turn, I note that Professor Fama, a
pioneer of the efficient market hypothesis for which he received the Nobel prize (and whose
work is cited repeatedly by Dr. Cain 44), opined that the market for another meme stock that was
subject to a rumored short squeeze was inefficient:
Perceptions are important when people act on them. If you were to look at, for
example, GameStop, that’s a clear case where, for a couple of days, the
market was inefficient. You take a tiny stock and people start piling in. Well,
finance is no different from any other branch of economics. It’s all supply
and demand. If the demand goes crazy, the price can go crazy —
temporarily. 45
43. Plaintiff relied on Dr. Cain to “show[] that BBBY’s common stock reacted to Company-specific
news in a manner expected in an efficient market,” but Dr. Cain in fact did not include in his
report any analysis of any of the price movements during the Class Period. Plaintiff’s Memo at
16.
44. Cain Report ¶¶ 23 & 60.
45. “Nobel winner Eugene Fama on GameStop, market bubbles and why indexing is king,”
MarketWatch, March 3, 2021, last updated 2:01 PM ET.
10
A. Price Movements Leading up to and During the Five-Day Class Period Were
Distorted Because of a Rumored Short Squeeze
23. In the days leading up to the Class Period, BBBY’s closing stock prices increased
by 111%, rising from $5.03 on the last trading day in July to $10.63 on August 11, 2022; in fact,
it increased almost 40% on August 8, 2022 alone. 46 As shown in the chart below, this price
change was far in excess of the return experienced by either the market or BBBY’s benchmark
industry over the same time period. 47

Stock Price Change from Market Close on July 29, 2022
to Market Close on August 11, 2022
120%
111.3%
100%
80%
60%
40%
20%
4.0% 1.9%
0%
Bed Bath & Beyond S&P 500 Specialty Retail Index S&P 500
Source: Bloomberg L.P.
46. Bloomberg, L.P.

47. See 2022 10-K at 25.
11
24. As demonstrated by the following charts, these price distortions were temporary
and contemporaneous with a corresponding spike in trading volume as well as a substantial
increase in option implied volatility.48

Closing Stock Price and Daily Trading Volume
August 1, 2021 - September 30, 2022
$30 400
350
$25
Daily Trading Volume (millions of shares)

300
$20
250
Closing Price
$15 200
150
$10
100
$5
50
$0 0
Volume Closing Price
Notes & Source: Shaded region indicates August 2022. Data per Bloomberg L.P.
48. See e.g., Berk, Jonathan and Peter DeMarzo, Corporate Finance, 5th Ed. (Pearson 2020) at 810
(“[O]ne parameter, σ, the volatility of the stock price, is not directly observable. Practitioners use
two strategies to estimate the value of this variable. The first, most straightforward approach is to
use historical data on daily stock returns to estimate the volatility of the stock over the past
several months. Because volatility tends to be persistent, such estimates can provide a reasonable
forecast for the stock’s volatility in the near future. The second approach is to use the current
market prices of traded options to ‘back out’ the volatility that is consistent with these prices
based on the Black-Scholes formula. An estimate of a stock’s volatility that is implied by an
option’s price is known as an implied volatility.”); Chen, Sipeng and Gang Li, “Why does option-
implied volatility forecast realized volatility? Evidence from news events,” 156 Journal of
Banking and Finance (2023) at 1 (“Chen and Li (2023)”) (“Numerous studies suggest that the
volatility implied from option prices offers a more efficient forecast of future stock volatility
compared with alternative approaches, such as historical volatility and model-based methods. In
other words, option prices subsume the information contained in other forecasting variables.”).
12
Closing Stock Price and Option Implied Volatility

$30 400
350
$25
300
$20
Option Implied Volatility

250
Closing Price
$15 200
150
$10
100
$5
50
$0 0
Closing Price Implied Volatility

Notes & Source: The historical put implied volatility is calculated by Bloomberg as the at the money put implied volatility of the first
listed expiry that is at least 20 business days out from the respective date, based on the Listed Implied Volatility Engine (LIVE)
calculator. Shaded region indicates August 2022. Per Bloomberg L.P.
As shown, these trends, including the upward price move, began before and continued during the
Class Period.
25. However, the Company did not issue any press releases, hold conference calls, or
otherwise provide new value-relevant information to the market during the period when this
increase occurred, let alone information that would cause the market to value BBBY by more
than twice what it had several days earlier. We did not find any news that could explain this rise
in the Company’s stock price. Instead, we found market commentary pointing out the substantial
price increase in the absence of new value relevant information that could explain it. For
example:
• Pandemic darling Bed Bath & Beyond Inc., not part of the index [Roundhill
Solactive Meme Index] but another notorious favorite of meme-driven investors,
rocketed 40% Monday. The struggling retailer has been mired in a deep sales
13
slump and has had no corporate development that may seemingly move shares.
But that didn’t stop the home-goods store from climbing for a ninth straight
session. 49
• Meme stocks have enjoyed something of a renaissance in recent days. A prime

example is Bed Bath & Beyond Inc., which soared as much as 75% between
Friday and early Tuesday for no apparent reason. 50
• “There isn’t a fundamental reason for a lot of these price moves [large stock price
movements in meme stocks including Bed Bath & Beyond],” [Managing Director
at S3 Partners Ihor] Dusaniwsky told the Guardian. “A lot of it is fomo [fear of
missing out] on the rally.” 51
26. Unable to find value-relevant information to explain the price increase, market
commentators at the time attributed BBBY’s upward movement to a rumored short squeeze. 52
For example:
• Bed Bath & Beyond shares soar 30%+ amid suspected short squeeze. 53
• Bed Bath & Beyond stock has jumped over 70% over the past several trading
days, which we believe has been driven by a “meme stock-driven” short squeeze
as opposed to any significant fundamental catalyst. 54
27. Market commentators also noted that this trend of upward price movements
absent any company news was likely attributable to a rumored short squeeze that continued
during the Class Period. For example:
• In recent weeks, it’s caught the attention of loosely organized traders on Reddit
and elsewhere on the Internet, who have sent the stock soaring more than 400%
49. “Post-Pandemic Meets Postwar Era on a Blind Curve: John Authers,” Bloomberg Opinion,
August 9, 2022, 12:37 AM ET.
50. “Meme-Stock War Is Hedge Fund Versus Hedge Fund: Jared Dillian,” Bloomberg Opinion,
August 10, 2022, 8:30 AM ET.
51. “Winning bets? Meme stock frenzy of 2021 makes a return,” The Guardian, August 13, 2022,
3:01 AM ET.
52. Plaintiff acknowledges that BBBY’s stock was subject to a short squeeze that started prior to the
Class Period. See SAC ¶¶ 24-28.
53. “Bed Bath & Beyond shares soar 30%+ amid suspected short-squeeze,” Seeking Alpha, August 5,
2022, 12:01 PM ET.
54. “Maintain Sell Rating As Meme Stock Short Squeeze Doesn’t Alter Fundamental View,” Loop
Capital, August 12, 2022.
14
from July lows, similarly befuddling trading action that’s previously been seen in
shares of AMC Entertainment Holdings Inc. and GameStop Corp. 55
• Bed Bath & Beyond stock has exploded. Since the start of the month, shares in
the company rose more than 300%. On Wednesday alone, the stock soared 11.8%
on heavy volume. Analysts attribute the rise in stock price to the meme stock
craze in which retail investors drive up the share price in order to force hedge
funds who have shorted the stock to either cut their losses and sell or buy up more
shares - thus inflating the stock price further. 56
• Bed Bath & Beyond stock rose about 360% between then [June 29] and Aug. 17,
with little in the way of news to propel the shares. In fact, few traditional buy and
sell signals used by both value and growth investors -- from the prices of
company bonds and insider buying of stock to management turnover -- seem to
work once shares are caught up in a meme-stock frenzy. 57
28. The large stock price increase in the absence of new value-relevant information
suggests that if the market was efficient on the last trading day in July when the price was $5.03,
it was not efficient by August 11, 2022 when the price was $10.63. As described in the next
section, this anomaly can be explained by the rumored short squeeze when conditions curtailed
the ability of short sellers to act on an inefficiently priced stock.
B. The Unconstrained Ability to Sell Short Is Necessary for Market Efficiency
29. In a well-functioning market, i.e., where there are no short sale constraints, the
price of a stock reflects the consensus view of market participants about the value of the security
based on the available public information about the issuer’s prospects. Market participants who
expect the stock price to increase can trade on information by purchasing the security while
55. “DISTRESSED DAILY: Memestock Traders Help Bed Bath & Beyond Bonds,” Bloomberg First
Word, August 18, 2022, 8:13 AM ET.
56. “Bed Bath & Beyond success College kid’s $110M ‘meme stock’ win,” New York Post, August
19, 2022.
57. “What the Bed Bath & Beyond Trade Says About Meme Stocks -- Barrons.com,” Dow Jones
Institutional News, August 19, 2022, 1:52 PM ET.
15
market participants who do not own the stock but believe that it is overvalued can short it. 58
Consequently, the absence of short sale constraints allows market prices to incorporate bullish as
well as bearish views about a company’s prospects and market valuation into its stock price
through the trading activity of the investors who hold these views, allowing the price to reflect
the market consensus view of the value of all publicly available information. 59
30. Short sale constraints impede price discovery by preventing market participants
with bearish views about a company’s prospects and market valuation to trade on those views.
These constraints can occur when there is a lack of sufficient shares available to borrow for
shorting and/or the costs of borrowing are prohibitively expensive. 60 Consequently, as
recognized in the academic literature, prices of stocks subject to short sale constraints do not
reflect the consensus view of market participants. 61 As one academic study summarizes, “[a]
58. Bodie, Zvi, Alex Kane, and Alan J. Marcus, Investments, 10th Ed. (McGraw-Hill Education 2014)
at 80 (“An investor borrows a share of stock from a broker and sells it. Later, the short-seller
must purchase a share of the same stock in order to replace the share that was borrowed…The
short-seller anticipates the stock price will fall, so that the share can be purchased later at a lower
price than it initially sold for; if so, the short-seller will reap a profit.”).
59. Note that there are a number of costs and risks associated with short selling, including (i) the cost
to borrow shares; (ii) the risk that a lender recalls the borrowed security forcing the borrower to
locate other shares to borrow or cover the short position if there are no or very limited shares to
borrow; (iii) the risk of potentially unlimited (temporary or permanent) losses as a result of sharp
increases in the stock price; and (iv) the risk of being forced to cover a short position as a result of
insufficient funds to post collateral or margin after price increases (including when the investor
was correct and the price eventually declines). See e.g., Engelberg, Joseph E., Adam V. Reed, and
Matthew C. Ringgenberg, “Short‐Selling Risk,” 73 Journal of Finance (2018); Fabozzi, Frank J,
Short Selling Strategies, Risks, and Rewards, 2nd Ed. (John Wiley & Sons, Inc. 2004) at pp. 13-
16.
60. Short sellers are one type of arbitrageur in that they seek to profit from securities they view as
overvalued. As noted in Cain Report ¶ 53 n.53, the presence of arbitrageurs is part of the concept
behind one of the Cammer factors.
61. See, e.g., Miller, Edward M., “Risk, Uncertainty, and Divergence of Opinion,” 32 The Journal of
Finance (1977), and Jones, Charles M. and Owen A. Lamont, “Short-sale constraints and stock
returns,” 66 Journal of Financial Economics (2002), among others.
16
key insight from these studies is that when short constraints are binding, the underlying stock
will be over-priced, and subsequent returns will be low.” 62
31. Market evidence indicates that the ability to short BBBY stock was constrained
leading up to and during the Class Period, thus providing conditions under which a short squeeze
could occur. The chart below documents the stock’s short interest utilization, a metric that
measures the number of shares that are sold short as a percentage of the shares available to
borrow. 63 As the chart shows, starting in July 2022 and continuing through the Class Period,
BBBY’s short interest utilization was at or near 100%, meaning that there were very few if any
additional shares available to borrow and sell short. For the reasons stated above, this constraint
on short selling is inconsistent with market efficiency.
62. Beneish, M.D., C.M.C. Lee, and D.C. Nichols, “In short supply: Short-sellers and stock returns.”
60 Journal of Accounting and Economics (2015) at 35 (“Beneish (2015)”). One famous example
of mispricing due to short sale constraints involves Palm and 3Com. 3Com owned Palm and sold
5% to the public and retained 95% which it planned to give to 3Com shareholders such that they
would receive 1.5 shares of Palm for each share of 3Com they owned. This would imply that a
share of 3Com should be worth at least 1.5 shares of Palm. Yet on the day of the IPO Palm
closed at $95.06 per share while 3Com closed at $81.81 per share. The mispricing was widely
publicized, yet persisted for months due to the lack of availability of shares to short Palm. See
Lamont, Owen A. and Richard H. Thaler, “Can the Market Add and Subtract? Mispricing in
Tech Stock Carve-Outs,” 111 Journal of Political Economy (2003) at 265 (“[I]n this case any
investor who can multiply by 1.5 should be able to tell that Palm is overpriced relative to 3Com.
The evidence from options markets shows that these stocks were unambiguously overpriced, and
it is difficult to explain why in equilibrium anyone would own these shares. The mispricing
persisted because of the sluggish functioning of the shorting market.”).
63. See e.g., Ramachandran, Lakshmi Shankar and Jitendra Tayal, “Mispricing, short-sale
constraints, and the cross section of option returns,” 141 Journal of Financial Economics (2021).
I note that not all shares outstanding are made available to be shorted.
17
Short Interest Utilization

100%
80%
Short Interest Utilization
60%
40%
20%
0%
Notes & Source: Short interest utilization is calculated as the ratio between the number of shares on loan to the number of shares
available for lending. Shaded region indicates August 2022. Data per Nasdaq FIS Astec Analytics Short Lending Data (SLD).
C. Price Movements Understood to Be Temporary Are Inconsistent with a Random

Walk Necessary for Market Efficiency
32. As discussed above, market evidence supports the view expressed in the
contemporaneous news that the distortion of BBBY’s price prior to the Class Period was likely
the result of a rumored short squeeze. 64 A “short squeeze” like the one suspected by market
commentators for BBBY stock before and during the Class Period is a form of market
manipulation that results in a temporary distortion of market prices and causes them to no longer
reflect value-relevant information in an efficient manner. 65 So-called “meme” stocks, like
64. Plaintiff also acknowledges that a rumored short squeeze started prior to the Class Period. See
SAC ¶¶ 24-28.
65. See infra ¶ 44.
18
BBBY, are subject to short squeezes under certain conditions, which can flare up unexpectedly
due to chatter on social media. 66
33. The economic literature establishes that short squeezes are typically brief and end
with a sharp price decline. 67 For example, one article references a study of short squeezes
between 2008 and 2021 and notes that “[s]hort squeezes typically don’t last long…. The average
short squeeze in this data set lasted approximately 12 days from the onset to the peak,” and that
“[w]hen a short squeeze eventually exhausts itself, the stock price typically declines by -50%
[sic] within the next 3-4 days.” 68
34. During the run-up in BBBY’s stock price in August 2022, market commentators
anticipated that the price increases would be temporary and followed by sharp price declines.
For example:
• Shares of Bed Bath & Beyond Inc [sic] jumped 39.0% on Monday as retail
investors flocked to the highly shorted stock of the home goods maker, likely
piling pressure on those with bearish bets on it. “We do believe there is currently
a short squeeze playing out in BBBY,” said Evan Niu, analyst at Ortex, adding
that 45% of the firm’s free float was shorted…. “These types of extremely large
moves are outliers but they do happen time and time again,” said Adam Sarhan,

67. See e.g., Adair, Troy and John R. Nofsinger, Foundations of Investments, (Cengage 2024) at 563
(“The rise of the retail meme stock investors in 2021 shows another way to use short-sale interest.
These investors identified stocks with very high short interest and then tried to squeeze the short
sellers by buying the stock and pressuring it to rise in price. This is known as a short squeeze. As
the price rises, short sellers lose money. Eventually, some of them will start buying the stock to
close their short position, causing even further prices increases. That squeezes the remaining short
seller [sic] even more. This cycle can create a dramatic, though usually temporary, price
increase.”); DeRosa, David, “Bursting the Bubble. Rationality in a Seemingly Irrational Market.”
CFA Institute Research Foundation (2021) at 13-14 (“[A] successful squeeze could cause the
share price to violently but temporarily rise to levels otherwise thought unachievable. More to our
point, such a successful squeeze would violate fundamental valuation and may contradict other
neoclassical postulates but only for a brief period of time… the squeeze could drive up the share
price to seemingly crazy levels. We do not see this as a regular feature of stock price behavior,
and when it happens it is not permanent.”).
68. “When Will The Ride End? Analyzing GameStop Short Squeeze By Looking At History,”
Seeking Alpha, February 1, 2021, 10:35 AM ET.
19
chief executive officer at 50 Park Investments. “But most of the time these
exaggerated moves are short-lived and the stocks tend to go back down.” 69
• When a little-known company’s stock witnesses an unimaginable price for no

apparent reason and has a large investor’s interest, it’s a perfect case of a meme
stock. But, with the speed with which the price of these stocks goes up, the fall in
share price in them is equally stronger …. A few recent additions to the meme
stock list could be the stocks of AMTD Digital (HKD) and Bed, Bath and Beyond
(BBBY). 70
35. Price increases that are known to be temporary and inevitably followed by price
declines, such as the rumored short squeeze which distorted BBBY’s share price leading up to
and during the Class Period, are inconsistent with a random walk required for market efficiency.
As discussed in a widely used textbook:
One implication of the efficient markets hypothesis is that stock prices should
follow a random walk. This means that changes in stock prices are impossible
to predict from available information. If, based on publicly available
information, a person could predict that a stock price would rise by 10 percent
tomorrow, then the stock market must be failing to incorporate that
information today. According to this theory, the only thing that can move
stock prices is news that changes the market’s perception of the company’s
value. But news must be unpredictable otherwise, it wouldn’t really be news.
For the same reason, changes in stock prices should be unpredictable. 71
For this and all the reasons stated above, there is no reasonable basis to conclude that BBBY
stock, and therefore options, traded in an efficient market during the Class Period.
V. THE TWEET THAT ALLEGEDLY INTRODUCED ARTIFICIAL INFLATION

INTO BBBY’S STOCK DID NOT IMPACT ITS PRICE
36. In the previous section I discussed a number of reasons why there is no reliable
basis to conclude that BBBY’s stock traded in an efficient market during the Class Period due to
the highly unusual conditions leading up to and during the Class Period. Despite acknowledging
69. “Bed Bath & Beyond jumps as retail investors chase highly shorted stocks,” Reuters News,
August 8, 2022, 11:01 AM ET.
70. “Meme Stocks Phenomenon: Bed, Bath and Beyond & other stocks that more than doubled
money in quick-time,” Financial Express Online, August 13, 2022, 8:50 AM ET.
71. Mankiw, N. Gregory, Principles of Economics, 8th Ed. (Cengage Learning 2018) at 572.
20
these highly unusual circumstances and failing to provide any direct evidence that the stock price
reacted to new value-relevant information in this environment during the Class Period, Plaintiff
alleges that the Tweet was the beginning of a “pump-and-dump scheme” by artificially inflating
BBBY’s stock price. 72 In this section, I demonstrate that this allegation is contradicted by the
economic evidence. For the reasons explained below, the Tweet cannot be characterized as a
“pump” because of the absence of any scientific and reliable evidence of a price reaction. 73 And
if the Tweet did not constitute a “pump,” then subsequent disclosures which are alleged to
correct that Tweet also cannot be understood to constitute a “dump.”
A. Event Study Analysis Demonstrates that There Is No Scientific and Reliable Basis to
Establish That BBBY’s Stock Price Increased Following Mr. Cohen’s Tweet on
August 12, 2022
37. The accepted method to test whether a stock price was impacted by information is
to perform an event study. 74 Event study analysis is a statistical method commonly used in
financial economics to measure the impact of events on stock prices (e.g., to test if BBBY’s
stock prices reacted to new potentially value-relevant information). 75 It is standard practice in
event studies to take into account the effect of market factors on stock price changes (or
“returns”), which is typically done by: (i) estimating the relationship between changes in a
company’s stock price and changes in the performance of a market and/or industry index; (ii)
72. SAC ¶¶ 8-9, 31-33 & 147-153; Plaintiff’s Memo at 3.

74. I discuss the uses of event study methodology in securities litigation in my article “Use of
Modern Finance Theory in Securities Fraud Cases Involving Actively Traded Securities,” 38 The
Business Lawyer (1982).
75. See, e.g., Fama, Eugene F., et al., “The Adjustment of Stock Prices to New Information.” 10
International Economic Review (1969); MacKinlay, A. Craig, “Event Studies in Economics and
Finance.” 35 Journal of Economic Literature (1997); Tabak, David and Frederick Dunbar,
“Materiality and Magnitude: Event Studies in the Courtroom.” Litigation Services Handbook:
The Role of the Financial Expert, Weil, Roman L. et al. eds., 3rd Ed. (John Wiley & Sons 2001)
at Chapter 19.
21
using this relationship and the actual performance of the market and/or industry index on the day
or days in question to calculate an expected return; and (iii) subtracting the expected return from
the actual return to derive a residual return. 76, 77
38. A key factor in an event study is the selection of the estimation period. An
estimation period underlying an event study analysis determines, among other things, the normal
volatility of a stock’s residual returns and assumes that this volatility is stationary during the
event being analyzed, i.e., the volatility does not change. 78 As shown in the chart in the previous
76. The residual return is a “direct measure of the (unexpected) change in securityholder wealth
associated with the event.” Kothari, Sagar P., and Jerold B. Warner. “Econometrics of Event
Studies,” Handbook of Empirical Corporate Finance (Elsevier 2007) at 9. When performing
event studies, the conventional practice in finance is to test the “null hypothesis” that the residual
return is zero against either the alternative hypothesis that the residual return is different from
zero, or the alternative hypothesis that the residual has a particular sign (i.e., positive or negative).
If the null hypothesis is rejected at conventional levels of significance, then the residual returns
are considered to be statistically significant, i.e., they are considered to be significantly different
from zero. Under these circumstances, one can conclude that the observed stock return on a
particular date cannot be fully explained by the independent variable(s) considered in the
estimation model and/or the stock’s volatility and is likely attributable to the firm-specific events
which occurred on that date. See, e.g., Mendenhall, William, James E. Reinmuth and Robert J.
Beaver. Statistics for Management and Economics. 7th Ed. (Duxbury Press 1993) at 327.
77. The statistical significance of the residual returns is typically assessed by calculating a
standardized measure of the size of the residual return known as a “t-statistic.” A t-statistic with
an absolute value of 1.96 or greater denotes statistical significance at the five percent level of
significance in a “two-tailed” test of statistical significance (i.e., testing whether the residual
return is significantly different from zero in either direction), while a t-statistic with an absolute
value of 1.65 or greater denotes statistical significance at the five percent level of significance in
a “one-tailed” test of statistical significance (i.e., testing whether the residual return is
significantly different from zero in a particular direction) and the ten percent level in a “two-
tailed” test of statistical significance. See, e.g., Mendenhall, William, James E. Reinmuth and
Robert J. Beaver. Statistics for Management and Economics. 7th Ed. (Duxbury Press 1993) at
330-331, 345-346; MacKinlay, A. Craig, “Event Studies in Economics and Finance,” 35 Journal
of Economic Literature (1997); Schwert, G. William. “Using Financial Data to Measure Effects
of Regulation,” 24 The Journal of Law and Economics (1981); Fischel, Daniel R., “Use of
Modern Finance Theory in Securities Fraud Cases Involving Actively Traded Securities,” 38 The
Business Lawyer (1982) at 18-19.
78. See, e.g., Feinstein, Steven P. and O. Miguel Villanueva, “Securities Litigation Event Studies in
the Covid Volatility Regime,” Journal of Forensic Economics (2022) at 3 (“To produce reliable
results and valid inferences, however, the t-test requires that the volatility of the residual returns
estimated by the linear regression in the pre-event estimation period, equals the volatility of the
22
section, BBBY’s option implied volatility substantially increased leading up to the Class Period
and remained elevated during the month of August 2022. 79 The short-lived nature of these
highly unusual circumstances presents a challenge in selecting the appropriate estimation period.
While one wants to select a period in which the volatility and the relationship between the
stock’s returns and the market and/or industry index returns are similar to those during which the
event at issue occurred, 80 it is also important that the estimation period is long enough to capture
residual returns in the subsequent out-of-sample event period. A spike in volatility at the outset of
the period in which the important case events reside can render the standard event study
methodology unreliable.”); Gold, Kevin L., Eric Korman, and Ahmer Nabi, “Federal Securities
Acts and Areas of Expert Analysis,” in Litigation Services Handbook: The Role of the Financial
Expert, 6th Ed., Weil, Roman L. et al., eds. (John Wiley & Sons 2017) at n. 71 (“It is important
that the underlying properties of the model (that is, the coefficients and standard error) be similar
during the estimation and event periods (see, for example, John Binder, “The Event Study
Methodology since 1969,” Review of Quantitative Finance and Accounting, 1998, p. 113), which
states that “[i]t is assumed that the coefficients are constant during the estimation and event
periods.” The security price’s sensitivity to the market (that is, its beta) during the estimation
period of the event study model should be similar to its sensitivity during the event period.
Otherwise, the benchmark daily returns may be based on a relationship between the security and
the market that no longer holds true during the event period, which could introduce bias into
estimated abnormal returns.”).
79. See e.g., Berk, Jonathan and Peter DeMarzo, Corporate Finance, 5th Ed. (Pearson Education
2020) at 810 (“[O]ne parameter, σ, the volatility of the stock price, is not directly observable.
Practitioners use two strategies to estimate the value of this variable. The first, most
straightforward approach is to use historical data on daily stock returns to estimate the volatility
of the stock over the past several months. Because volatility tends to be persistent, such estimates
can provide a reasonable forecast for the stock’s volatility in the near future. The second approach
is to use the current market prices of traded options to ‘back out’ the volatility that is consistent
with these prices based on the Black-Scholes formula. An estimate of a stock’s volatility that is
implied by an option’s price is known as an implied volatility.”); Chen & Li (2023) at 1
(“Numerous studies suggest that the volatility implied from option prices offers a more efficient
forecast of future stock volatility compared with alternative approaches, such as historical
volatility and model-based methods. In other words, option prices subsume the information
contained in other forecasting variables.”).
80. Peterson, Pamela P., “Event Studies: A Review of Issues and Methodology,” 28 Quarterly
Journal of Business and Economics (1989) at 37-38 (“For applications in which the determinants
of the normal return are not expected to change due to the event, an estimation period typically is
chosen prior to the event period. For applications in which these determinants are expected to
change due to the event (e.g., arising from capital structure changes), the estimation period may
follow the event or represent some form of average of pre- and post-event period information.”);
Henderson, Jr., Glenn V., “Problems and Solutions in Conducting Event Studies,” 57 The Journal
23
a sufficient sample of the stock’s movements. To balance these factors, I selected a 40-day
period starting on August 1, 2022 as my estimation period, 81 and estimated the relationship
between BBBY’s stock price and the S&P 500 Index and the S&P 500 Specialty Retail Industry
Index, which are the indices to which BBBY compared its stock price performance. 82
39. My event study finds that the residual return on August 12, 2022 is not
statistically significant because the t-statistic is only 1.06. 83 Consequently, there is no reliable,
scientific evidence that the stock price movement on this day is distinguishable from zero during
this period of heightened volatility, hence there is no reliable, scientific evidence that the Tweet
actually “pumped” up BBBY’s stock price and introduced artificial price inflation into it.
40. But even if the price increase was statistically significant, it would still be
necessary to determine whether the Tweet that occurred on that day was responsible for any
price increase on that day. For that reason, I also examined the intraday price movement of
BBBY stock on August 12, 2022. If the market was efficient and the Tweet “pumped” up the
stock as Plaintiff claims, I would expect to see a marked increase in the price following the
Tweet. Instead, as shown in the chart below, the stock price had begun rising shortly after the
of Risk and Insurance (1990) at 291-292 (“There are essentially four choices for the estimation
period: before the event window, during the window, after the window, and around the window.
The majority of events studies use an estimation period before the event… A strong case can be
made for a post-event estimation period if the event is expected fundamentally to alter the firms’
sensitivity to market returns. If the event is important enough to change alpha and beta, then
values from before the event are not appropriate. Evidence of alpha or beta changes may be used
as evidence of an event… If there is evidence or reason to question parameter stability, then a
post-event estimation period may be appropriate.”). Evidence of beta changes are presented in
Cain Report, Exhibit 4.
81. I understand that Dr. Cain has also used a 40-day estimation period in prior event study analysis.
82. See 2022 10-K at 25.
83. The t-statistic on August 12, 2022 is calculated as the residual return divided by the standard error
of the residual value; in this instance, 14.47% / 13.62% = 1.06. As a robustness check of the
results, we also used an estimation period of 20 days before the beginning of the Class Period and
20 days after August 19, 2022, thereby removing the Class Period and associated days entirely
from the analysis. We again find that the residual return on August 12, 2022 is not statistically
significant, with an associated t-statistic of only 1.36.
24
market opened and continued to rise at approximately the same gradual pace after the Tweet was
issued. Consequently, the pre-existing rumored short squeeze provides a better explanation than
the Tweet for the observed price increase on August 12, 2022 (which, again, is not statistically
different from zero because of the increased price volatility in August 2022).
Intraday Stock Price and Trading Volume
August 12, 2022
1,000,000
$14.00
800,000
$13.00
Trading Volume
10:42 AM: Tweet retweeting 600,000
Stock Price
CNBC article
$12.00
400,000
$11.00
200,000
$10.00 0
Volume Price Open Price Close Price
Sources: Tick Data, LLC; U.S. Stock and Index Databases ©2024 Center for Research in Security Prices (CRSP), The University of
Chicago Booth School of Business.
41. The results of the above analyses contradict Plaintiff’s allegation that the Tweet
artificially “pumped” up BBBY’s stock price. If it had caused an increase, I would expect to
observe a statistically significant price increase associated with it. Alternatively, consistent with
my conclusion above regarding the lack of efficiency of the market for BBBY stock during the
Class Period, my event study result further demonstrates that the market for BBBY stock was not
25
efficient during this period. 84 It is entirely possible that both are true – the market for BBBY
stock was not efficient and the Tweet had no impact on the stock price.
B. Contemporaneous Market Commentary Does Not Attribute a Price Movement to

the Tweet
42. To further test the results of my finding that the Tweet had no impact on BBBY’s
stock price, we also reviewed financial news articles about the Company available from
Bloomberg, Factiva and Seeking Alpha as well as analyst reports dated from August 12, 2022
through August 15, 2022, the following trading day. We found none that attributed the stock’s
price increase on August 12, 2022 to the Tweet, consistent with the findings above.
VI. INDIVIDUAL INQUIRY IS REQUIRED BECAUSE SOME, IF NOT MANY,

CLASS MEMBERS DID NOT RELY ON THE INTEGRITY OF THE MARKET
PRICE
43. In my experience, plaintiffs in securities fraud class actions can avoid having to
demonstrate actual reliance on the alleged false or misleading statements or other alleged
misconduct on an individualized basis if they can invoke a presumption that they made their
investment decisions by relying on the integrity of the market price in an efficient market. In this
case, however, some, perhaps many potential Class Members in all likelihood made their
investment decisions based on a belief of an inefficient market for reasons unrelated – and often
contrary – to a belief in the integrity of the market price as reflecting the true value of BBBY
stock. This reality makes it impossible for Plaintiff to demonstrate that potential Class Members
are entitled to the presumption that they relied on the integrity of the market price on a class-
wide basis. Whether potential Class Members did or did not rely on the integrity of the market
84. As Dr. Cain himself states, “[I]f a short squeeze caused BBBY’s stock to no longer be
informationally efficient, I would expect to observe the absence of any relation between relevant
news and corresponding stock price movements.” Cain Report ¶ 105.
26
price in making their investment decisions can therefore only be determined on an individualized
basis.
A. The Economic Literature Recognizes That Short Squeezes Are a Form of Market
Manipulation Divorced from Reliance on the Integrity of the Market Price
44. The economic literature recognizes that short squeezes are a form of “market
manipulation.” For example, Putniņŝ (2012) states: “‘Corners’ and ‘squeezes’ are techniques in
which the manipulator secures a controlling position in the supply of an asset and/or derivative
contract. The manipulator then uses this position to manipulate the price by exploiting investors
that need the underlying asset to close out short positions.” 85 Similarly, Harris (2003)
comments: “Squeezers are parasitic traders because they design trading strategies that profit only
when they can exploit other traders. Their manipulations make prices less informative, and their
trades greatly increase transaction costs for other traders.” 86 Moreover, Costola, Iacopini and
Santagiustina (2021) investigates meme stocks in particular and finds “the ‘mementum’, or
meme period, of stocks, that is, the momentum when synchronized buying signals that originate
on social media have an effect on a stock’s price and trading volume… can be counted as a
market manipulation strategy.... The meme-based coordination mechanisms originated in social
media allow small investors to act as a single large trader, able to successfully manipulate
prices.” 87
85. Putniņŝ (2012) at 956.

86. Harris, Larry, Trading and Exchanges – Market Microstructure for Practitioners (Oxford
University Press, 2003) at 256. Another article states that if a heavily shorted stock experiences a
price increase for any reason, “it can quickly turn into a buying frenzy as the short sellers trip
over one another to buy the shares…Panic-buying begets more panic-buying, egged on by
speculators who know the situation the short sellers are in and actively try to put the screws to
them. This is a short squeeze in action. And it’s exactly what happened in the shares of
GameStop.” (Emphasis in original.) See “What Exactly Is a Short Squeeze?” Kiplinger.com,
January 28, 2021.
87. Costola, Iacopini and Santagiustina (2021) at 1 & 6.
27
45. As demonstrated below, commentary from potential class members suggests that
some, if not many, who were purchasing BBBY shares during the Class Period were doing so in
the hopes of manipulating BBBY’s share price higher to create a short squeeze. This has
important implications for determining whether potential Class members relied on the integrity
of the market price in an efficient market on a class-wide basis.
B. Commentary from Potential Class Members Demonstrates that Some, if Not Many,
Potential Class Members Did Not Rely Upon the Integrity of the Market Price
46. During the period leading up to and throughout the Class Period, there was
evidence of extreme social media enthusiasm on the Reddit platform for retail investors to
participate in a BBBY short squeeze. For example, retail investors posted:
• “BBBY 30% short float let’s squeeze em. Really cheap stock market cap at
450MM.” 88
• “Happy you’re eyeing $bbby, but it isn’t a pump and dump. Those here believe
it’s massively undervalued and Gamma and short squeeze are catalyst to help
Ignite that.” 89
• “In this very extreme example, if the short sellers got margin called then they
would need to either buy back the share it’s declare bankruptcy. But the reality is
that most of the hedge funds taking short positions have wayyyy too much capital
to worry about margin calls and will end up getting stopped out anyway. Even
GME, which was the craziest thing to happen in years, only managed to take out a
small hedge fund.
BBBY is a risky play but it could very well pay off (and already has for a lot of
people). Retail buying pressure is through the roof and the shorts who haven’t
covered yet will probably be forced to buy back if the price continues to rise
rapidly. The big risk is that a major institutional investor or two decides to dump.
Market makers have definitely caught on as well and they have a lot of tools at
their disposal to prevent a squeeze. I just really don’t like it when people who
don’t know shit about the stock market start screeching about naked shorts and
crime the second they see a number that doesn’t make sense to them.
88. 2022-08-05 08:59:09 ET WallStreetBets Subreddit post by user: Piano-Calm (accessed May 17,
2024).
89. 2022-08-05 09:14:11 ET WallStreetBets Subreddit post by user: lil_Dik_ThRoBn_stock
(accessed May 17, 2024).
28
Also shorting in general absolutely needs to be legal. It’s essential in order for
markets to fairly price stocks.” 90
• “I heard BBBY is about to go to moon, let’s gamble that remaining 2625.02. U

either win everything back or leave this sub with $0 balance.” 91
• “Just in time to yolo it in the BBBY squeeze ��.” 92
• “I’m seriously thinking this could be much bigger than GME short squeeze. These
yolos are insane and BBBY is just getting started. Plus the fact this sub now has
like X5 the members since GME squeeze 2021 January. Could just keep going
parabolic!!! Buy and hold! Buy any dip! Keep it up Apes!!! ��.” 93
• “Why is everyone freaking out about Cohen selling? He never had anything to do
with this movement. The stock was heavily shorted in the $5-9 range and hedge
fund brokers are sitting on hundreds of millions of dollars in losses and paying
interest on it everyday. Last indicator I saw was 55% of the float was shorted as
of yesterday. This was always the play and with the amount of option activity
going on there is a real opportunity for a GAMMA ringer. Cohen selling changes
none of this. Stay the course Apes!” 94
47. As the quotes above make clear, some and perhaps many market participants (i.e.
potential Class members), may not have been buying in reliance of the integrity of the market
price of BBBY but rather may have been buying in reliance on a lack of integrity in the market
price, purchasing at inflated prices in the hope of being able to sell at even higher prices. 95
90. 2022-08-06 00:29:27 ET WallStreetBets Subreddit post by user: [deleted user] (accessed May 17,
2024).
91. 2022-08-06 19:52:40 ET WallStreetBets Subreddit post by user: hitpopking (accessed May 17,
2024).
92. 2022-08-12 16:02:58 ET WallStreetBets Subreddit post by user: NitrousXpress (accessed May
17, 2024).
93. 2022-08-12 19:10:51 ET WallStreetBets Subreddit post by user: spicy_chimp5 (accessed May 17,
2024).
94. 2022-08-18 16:46:54 ET WallStreetBets Subreddit post by user: BIRDZILLA26 (accessed May
17, 2024).
95. “Here’s What Investment Gurus Including Michael Steinhardt And Jeremy Siegel Say About The
Meme Stock Bubble,” Forbes, January 31, 2021 (“GameStop is nowhere near worth what it was
trading at [in January 2021] but it’s a perfect example of the greater fools theory where it’s
possible to make money on something if it’s overvalued so long as there’s someone willing to pay
a higher price….”).
29
Because of this possibility, reliance on the integrity of the market price cannot be determined on
a class-wide basis and individualized inquiry is necessary. 96
VII. DR. CAIN’S CONCLUSIONS ARE FUNDAMENTALLY FLAWED AND

UNRELIABLE BECAUSE HE FAILS TO ACCOUNT FOR THE CHANGED
CIRCUMSTANCES AROUND THE PROPOSED CLASS PERIOD
48. Dr. Cain offers two principal conclusions: (i) the markets for BBBY stock and
options were efficient throughout the proposed Class Period; and (ii) “[d]amages in this matter
can be calculated on a class-wide basis subject to standard, common methodologies for each of
Plaintiffs’ pending claims.” 97 His conclusions are fundamentally flawed and unreliable because
he fails to account for the changed circumstances around the proposed Class Period documented
above.
A. Dr. Cain Does Not Reliably Establish That the Market for BBBY Stock and Options
Was Efficient Because He Fails to Account for the Changed Circumstances Around
the Proposed Class Period
49. In his report, Dr. Cain includes a section explaining that he “considered the
general information environment regarding BBBY during the Class Period.” 98 Dr. Cain states:
In my evaluation of the efficiency factors for BBBY’s Common Stock, I

considered whether the efficiency conclusion from these factors was
undermined by other aspects of BBBY’s public information environment such
as retail investor interest, potential meme stock status, and short squeeze
dynamics. If any of these aspects caused BBBY’s Common Stock to be
informationally inefficient, I would expect this inefficiency to be reflected in
the various Cammer, Krogman, and other efficiency factors I evaluated. For
example, if a short squeeze caused BBBY’s stock to no longer be
informationally efficient, I would expect to observe the absence of any
relation between relevant news and corresponding stock price movements.
96. The class is defined as investors who purchased BBBY stock or calls during the Class Period and
subsequently sold at a loss after Mr. Cohen “dumped” his stake. See Plaintiff’s Memo at 5, 9-11.
Plaintiff’s Class definition therefore includes investors who knowingly purchased at artificially
inflated prices as a result of – or in the hopes of creating – a short squeeze in the hope of being
able to sell at even more inflated prices but were unable to do so.
97. Cain Report ¶ 3.e.
30
Yet, as explained above, my Cammer 5 analysis identified a statistically

significant difference between returns on News Days versus those on No
News Days. Moreover, these results were present prior to the Class Period,
during the Analysis Period when retail and other investors considered
BBBY’s status as a potential meme stock and short squeeze candidate.
Because the Cammer and Krogman factors weigh in favor of market
efficiency despite the status of BBBY as a potential meme stock and short
squeeze candidate, I conclude that the market for BBBY’s Common Stock
was efficient throughout the Class Period. 99
Dr. Cain’s “consider[ation]” of the “general information environment” regarding BBBY during
the Class Period, including “short squeeze dynamics,” is fundamentally flawed and unreliable for
several reasons, and does not support his opinion of market efficiency during the Class Period.
50. First, nowhere in Dr. Cain’s report does he analyze the “short squeeze dynamics”
present during the proposed Class Period. Rather, for the only instance in which Dr. Cain reports
discrete data relevant to short squeeze dynamics specifically during the Class Period – stating
that “[t]he average weekly trading volume over the Analysis Period was 75.8% of BBBY’s
Common Stock shares outstanding, and the trading volume during the one-week Class Period
was 1,346.6% of shares outstanding” (i.e., 18 times higher than the average 100) – he simply
concludes that “[t]his level of trading volume exceeds both the 1% and 2% thresholds established
by the Cammer court,” 101 ignoring the obvious implication of his own analysis that trading
during the Class Period was substantially different from the period beforehand and indicative of
a rumored short squeeze.
51. Second, Dr. Cain’s “Cammer 5 analysis” (i.e., the “cause-and-effect relationship
between new Company disclosures and resulting Common Stock price movements” using the
results of an event study 102) – which is the only analysis he conducted for which he describes
99. Cain Report ¶ 105 (footnote omitted).

100. 1,346.6 / 75.8 = 17.8.
102. Cain Report ¶¶ 3.c., 57 & 59.
31
how he “considered” it before reaching his conclusion regarding short squeeze dynamics during
the Class Period – fails to analyze any days during the proposed Class Period. 103 Consequently,
the only analysis he uses to support his opinion does nothing to account for the changed
circumstances during the Class Period that I document above, and his conclusion is
unfounded. 104
52. Finally, the limited and rote analyses Dr. Cain does conduct appear to be designed
to minimize the fundamental changes leading into the proposed Class Period that I document
above. Specifically, as explained supra ¶ 16, his market efficiency opinion regarding BBBY
stock is based on his analysis of eleven factors during the Cain Analysis Period, i.e., from August
12, 2021 through August 18, 2022. Aside from his analysis of stock trading volume, Dr. Cain
does not distinguish the Class Period, conflating the results of his analyses over the entire Cain
Analysis Period. 105 Because this period consists of 257 trading days of which the proposed Class
Period comprises only the five days at the end, 95% of the Cain Analysis Period lies outside the
Class Period as well as the period shortly beforehand during the rumored short squeeze. 106
103. Dr. Cain’s “Cammer 5 analysis” purports to compare the behavior of BBBY Common Stock on
four “News Days,” which he defines as “dates of BBBY’s quarterly earnings announcements
during the Analysis Period,” none of which occurred during the proposed Class Period, versus
“No News Days,” which he defines as “the 132 trading days where there were no headlines from
Dow Jones or SEC filings,” none of which occurred during the Class Period. Cain Report ¶¶ 72-
75 & Exhibit 6a (showing that the last “News Day” Dr. Cain analyzed occurred on June 29,
2022).
104. Even if Dr. Cain had analyzed the days during the Class Period, his event study of these days is
fundamentally flawed and the results from it are unreliable because he fails to account for the
fundamental change in the volatility of BBBY’s stock price that occurred shortly beforehand. See
infra ¶ 53.
105. I note that although Dr. Cain claims that he “considered” “the various Cammer, Krogman, and
other efficiency factors” in reaching his conclusion about the impact of short squeeze dynamics
during the Class Period, most of the eleven factors – including the presence of analyst coverage,
market makers, institutional ownership, an appropriately sized public float, and options trading,
as well as the eligibility to file SEC Form S-3 – do not allow him to analyze discrete periods
within the Cain Analysis Period and thus are incapable of supporting his conclusion.
106. (257 - 5) / 257 = 98.1%. There are 14 trading days from August 1, 2022 through August 18,
2022, the last day of the Cain Analysis Period. (257 - 14) / 257 = 94.6%.
32
Analyzing such a lengthy period to make inferences about a shorter period within it may be
appropriate if the period is relatively stable throughout, i.e., there is not a fundamental shift in
relevant metrics during the period. However, as demonstrated supra § IV and by Dr. Cain’s own
analysis of trading volume, this is not the case for BBBY stock. Consequently, the vast majority
of Dr. Cain’s analysis regards a period prior to the occurrence of the fundamental changes
described above and so his conflation of the Class Period with the entire Cain Analysis Period
does not support his conclusion regarding short squeeze dynamics and market efficiency during
the Class Period. In other words, Dr. Cain’s assumption that the Cain Analysis Period is an
appropriate barometer for the Class Period – upon which his entire analysis of market efficiency
is based – is incorrect.
53. In particular, Dr. Cain’s event study analysis uses a rolling 120-day estimation
period prior to the event date, i.e., he determines statistical significance based upon the residual
returns of BBBY stock during the 120 days prior to the day being measured. 107 As explained
supra ¶ 38, this estimation period fails to account for the considerable increase in volatility that
began shortly before the Class Period because the volatility of BBBY’s stock price during the
substantial majority of his estimation period was much lower than it was in August. To
illustrate, Bloomberg reports that the implied volatility on August 11, 2022 is 207.7 while the
average implied volatility during Dr. Cain’s estimation period for this date is only 132.5, hence
the volatility had increased by 1.57 times (= 207.7 / 132.5) before the beginning of the Class
Period relative to his estimation period. By using a period of lower volatility to test for statistical
significance in a period of higher volatility, Dr. Cain’s event study is highly likely to find false

33
positives, i.e., determinations that residual returns are statistically significant when they are in
fact not unusual in the context of an increase in stock price volatility.
B. Dr. Cain’s Claim That Alleged Damages in This Matter Can Be Calculated on a
Class-Wide Basis Subject to Standard, Common Methodologies Fails to Account for
the Changed Circumstances Around the Proposed Class Period
54. I understand that Dr. Cain described in his deposition how in working on pump
and dump schemes at the SEC, he observed increases in stock prices. Because there is no
reliable, scientific evidence to support Plaintiff’s claim that the Tweet caused BBBY’s stock
price to increase as explained supra ¶ V, Dr. Cain cannot establish that a “pump” occurred hence
there is no predicate for a “dump” and so he cannot calculate alleged damages on a class-wide
basis under Plaintiff’s claims.
55. Dr. Cain further claims that the damages methods he describes “are flexible and
able to incorporate alternative findings regarding the quantification, as well as the timing, of
artificial inflation and how it evolves over the Class Period” because, among other things, “the
appropriate percentage of abnormal return that can be attributed to the release of corrective
versus confounding information” and how “the true economic inflation evolved over the Class
Period” determined by the finder of fact “can simply be incorporated into the damages
calculation.” 108 However, he fails to provide any methodology for the finder of fact to determine
the “appropriate” amount of alleged artificial inflation net of confounding information or how
the “true” amount of alleged artificial inflation evolved over the Class Period.
56. The ability to reliably determine the “appropriate” and “true” amount of alleged
damages is an exceptionally difficult issue given the facts and circumstances of this case.
Because a rumored short squeeze had begun before the first alleged misstatement on August 12,
108. Cain Report ¶¶ 137-141.

34
2022, all price movements during the proposed Class Period are confounded by the distortions
caused by the short squeeze. In other words, the finder of fact needs a reliable model that can
distinguish the amounts of artificial prices caused by the short squeeze from the amounts
purportedly caused by the alleged misstatements, if any. But Dr. Cain has not provided any
methodology that allows the finder of fact to distinguish the price increases, if any, caused by the
alleged affirmative misstatements or the price declines, if any, caused by the alleged corrective
disclosure from those caused by the distortions in the price from the rumored short squeeze. 109
57. I am not aware of any methodology, let alone a “standard, common” one, that
could be applied in this case to differentiate price movements caused by allegedly misstated
information from the distorted price movements caused by the rumored short squeeze.
Accordingly, even if Dr. Cain could establish that BBBY’s stock price increased by a statistically
significant amount on August 12, 2022 contrary to the economic evidence presented above, he
could not establish that any of it was caused by the Tweet as opposed to the pre-existing rumored
short squeeze.
58. For the same reason, Dr. Cain cannot reliably estimate alleged damages under the
method he proposes. Specifically, he states that he would employ an event study to calculate
alleged artificial inflation based on the “stock price reactions to corrective disclosures which
revealed the relevant truth that was concealed by alleged material omissions and/or
misrepresentations.” 110 However, Dr. Cain cannot establish that any price declines that coincide
with alleged corrective disclosures were anything more than an indication that the rumored short
squeeze – which, as explained supra ¶ 33, typically is short-lived – was ending.
109. This conclusion holds true for any information that may have been disclosed during the Class
Period.
35
59. Finally, Dr. Cain’s claim that the market for BBBY stock does not have to be
fundamentally efficient to be informationally efficient 111 contradicts his claim that he can
reliably calculate alleged inflation in this matter. He proposes to measure alleged inflation based
on changes in the stock price. However, if the market for BBBY stock was somehow
informationally efficient but not fundamentally efficient during the putative Class Period, then
changes in the stock price are not reliable measures of the value of the information related to
Plaintiff’s allegations. Consequently, Dr. Cain cannot simultaneously opine that the market was
informationally efficient but not fundamentally efficient and that he can reliably estimate alleged
inflation.
__________________________
Daniel R. Fischel
May 17, 2024
111. Cain Report ¶¶ 103-105.

36
Appendix A
DANIEL R. FISCHEL May 2024
Business Address:
Compass Lexecon
332 South Michigan Avenue
Chicago, Illinois 60604
Tel: 312-322-0209
dfischel@compasslexecon.com
PROFESSIONAL EXPERIENCE
Lee and Brena Freeman Professor of Law and Business, University of Chicago Law School (1/84 – 12/2005,
chair awarded in 7/89, emeritus as of 1/1/2006); Dean of Law School (1/99 – 2/01); Visiting Professor of Law,
University of Chicago Law School (7/82 - 6/83).
Professor of Law and Business, Northwestern University School of Law (1/1/2006 – 5/2011). Professor, Kellogg
School of Management (courtesy appointment, 1/1/2006 – 5/2011).
Jack N. Pritzker Distinguished Visiting Professor of Law, Northwestern University School of Law (6/02-6/03).
Professor of Law and Business, University of Chicago Graduate School of Business (courtesy appointment,
7/87 - 6/90).
Director, Law and Economics Program, University of Chicago (1/84 - 6/91).
Assistant Professor of Law, Northwestern University School of Law (6/80 - 6/81); Associate Professor of Law,
Northwestern University School of Law (6/81 - 6/82); promoted to full professor in 6/82.
Attorney with Levy and Erens, Chicago, Illinois (7/79 - 6/80).
Law Clerk for Associate Justice Potter Stewart of the United States Supreme Court (1978 - 1979).
Law Clerk for Judge Thomas E. Fairchild, Chief Judge of the Seventh Circuit Court of Appeals (1977 - 1978).
CONSULTING EXPERIENCE
Chairman, Compass Lexecon (Chairman and President until 12/2023).
AREAS OF SPECIALIZATION
Securities and Financial Markets, Valuation and Financial Analysis, Bankruptcy and Financial Distress Litigation,
ERISA Litigation, Class Certification, Damages, Corporate Governance.
PUBLICATIONS
Payback: The Conspiracy to Destroy Michael Milken and His Financial Revolution, Harper Business (1995).
The Economic Structure of Corporate Law, Harvard University Press (1991) (with Frank H. Easterbrook).
ARTICLES
The Use of Trading Models to Estimate Aggregate Damages in Securities Fraud Litigation: An Update,
Briefly… Perspectives on Legislation, Regulation, and Litigation, Vol. 10, No. 3 (National Legal Center for the
Public Interest, 2006) (with David J. Ross and Michael A. Keable).
The Hewlett-Packard Merger: A Case Study, in The New Investor Relations, Expert Perspectives on The State
Of The Art (Bloomberg Press Princeton, 2004) (with Kenneth R. Cone, Gregory J. Pelnar and David J. Ross).
A-1
Market Evidence in Corporate Law, 69 U. Chi. L. Rev. 941 (2002).
Multidisciplinary Practice, The Business Lawyer, Vol. 55, (May 2000).
Government Liability for Breach of Contract, American L. & Econ. Rev. V1 N1/2 313 (1999) (with Alan Sykes).
Lawyers and Confidentiality, 65 U. Chi. L. Rev. 1 (1998).
The Law and Economics of Vanishing Premium Life Insurance, 22 Del. J. Corp. Law 1 (1997) (with Robert S.
Stillman).
Clustering and Competition in Asset Markets, 20 J. Law & Econ. 23 (1997) (with Sanford J. Grossman, Merton
H. Miller, Kenneth R. Cone and David J. Ross).
Corporate Crime, 25 J. Legal Studies 319 (1996) (with Alan O. Sykes).
The Use of Trading Models to Estimate Aggregate Damages in Securities Fraud Litigation: A Proposal for
Change, in Securities Class Actions: Abuses and Remedies (The National Legal Center for the Public Interest,
1994) (with David J. Ross).
Civil Rico After Reves: An Economic Commentary, 1993 Sup. Ct. Rev. 157 (with Alan O. Sykes).
Contract and Fiduciary Duty, 36 J. Law & Econ. 425 (1993) (with Frank H. Easterbrook).
Should the Law Prohibit “Manipulation” in Financial Markets?, 105 Harv. L. Rev. 503 (1991)
(with David J. Ross).
Efficient Capital Markets, the Crash, and the Fraud on the Market Theory, 74 Cornell L. Rev. 907 (1989).
The Corporate Contract, 89 Colum. L. Rev. 1416 (1989) (with Frank H. Easterbrook); also published in
Corporate Law and Economic Analysis (Cambridge University Press 1990) (Lucian Bebchuk ed.).
The Economics of Lender Liability, 99 Yale L. J. 131 (1989).
Should One Agency Regulate Financial Markets, in Black Monday and the Future of Financial Markets
(R. Kormendi, R. Kamphuis & J. W. H. Watson, ed.) (Dow Jones-Irwin Inc., 1988).
ERISA’s Fundamental Contradiction: The Exclusive Benefit Rule, 55 U. Chi. L. Rev. 1105 (1988) (with
John H. Langbein).
From MITE to CTS: Takeovers, the Williams Act and the Commerce Clause, 1987 Sup. Ct. Rev. 47.
The Regulation of Banks and Bank Holding Companies, 73 Va. L. Rev. 301 (1987) (with Andrew M. Rosenfield
and Robert S. Stillman).
The Regulation of Accounting: Some Economic Issues, 52 Brooklyn L. Rev. 1051 (1987).
Organized Exchanges and the Regulation of Dual Class Common Stock, 54 U. Chi. L. Rev. 119 (1987).
Comparable Worth and Discrimination in Labor Markets, 53 U. Chi. L. Rev. 891 (1986)
(with Edward P. Lazear).
Comparable Worth: A Rejoinder, 53 U. Chi. L. Rev. 950 (1986) (with Edward P. Lazear).
Close Corporations and Agency Costs, 38 Stan. L. Rev. 271 (1986) (with Frank H. Easterbrook).
The Role of Liability Rules and the Derivative Suit in Corporate Law: A Theoretical and Empirical Analysis,
71 Corn. L. Rev. 261 (1986) (with Michael Bradley).
Regulatory Conflict and Entry Regulation of New Futures Contracts, 59 J. Bus. S85 (1985).
Optimal Damages in Securities Cases, 52 U. Chi. L. Rev. 611 (1985) (with Frank H. Easterbrook).
The Business Judgment Rule and the Trans Union Case, 40 Bus. Law. 1437 (1985).
A-2
Insider Trading and Investment Analysts: An Economic Analysis of Dirks v. SEC, 13 Hofstra L. Rev. 127
(1984).
Limited Liability and the Corporation, 52 U. Chi. L. Rev. 89 (1985) (with Frank H. Easterbrook).
Labor Markets and Labor Law Compared with Capital Markets and Corporate Law, 51 U. Chi. L. Rev. 1061
(1984).
Customer Protection in Futures and Securities Markets, 4 J. Futures Markets 273 (1984)
(with Sanford J. Grossman).
Mandatory Disclosure and the Protection of Investors, 70 Va. L. Rev. 669 (1984) (with Frank H. Easterbrook).
The Appraisal Remedy In Corporate Law, 1983 Am. Bar Found. Res. J. 875.
The Regulation of Insider Trading, 35 Stan. L. Rev. 857 (1983) (with Dennis W. Carlton).
Voting in Corporate Law, 26 J. Law & Econ. 395 (1983) (with Frank H. Easterbrook).
Auctions and Sunk Costs in Tender Offers, 35 Stan. L. Rev. 1 (1982) (with Frank H. Easterbrook).
The Corporate Governance Movement, 35 Vand. L. Rev. 1259 (1982).
Use of Modern Finance Theory in Securities Fraud Cases Involving Actively Traded Securities, 38 Bus. Law 1
(1982).
Antitrust Suits By Targets of Tender Offers, 80 Mich. L. Rev. 1155 (May 1982) (with Frank H. Easterbrook).
Corporate Control Transactions, 91 Yale L. J. 698 (1982) (with Frank H. Easterbrook).
The “Race to the Bottom” Revisited: Reflections on Recent Developments in Delaware Corporation Law,
76 Nw. Univ. L. Rev. 913 (1982).
Takeover Bids, Defensive Tactics and Shareholders’ Welfare, 36 Bus. Law 1733 (1981)
(with Frank H. Easterbrook).
The Law and Economics of Dividend Policy, 67 Va. L. Rev. 699 (1981).
The Proper Role of a Target’s Management in Responding to a Tender Offer, 94 Harv. L. Rev. 1161 (1981)
(with Frank H. Easterbrook) (awarded prize by Emory University for best paper written in law and economics for
the year 1981).
Secondary Liability Under Section 10(b) of the Securities Act of 1934, 69 California L. Rev. 80 (1981).
Efficient Capital Market Theory, the Market for Corporation Control, and the Regulation of Cash Tender Offers,
57 Tex. L. Rev. 1 (1978); reprinted in K. Scott and R. Posner ed., Economic Perspectives on Corporation Law
and Securities Regulation (Little Brown 1980).
Antitrust Liability for Attempts to Influence Government Action: The Basis and Limits of the Noerr-Pennington
Doctrine, 45 U. Chi. L. Rev. 80 (1977).
Comment, The Demand and Standing Requirements in Stockholder Derivation Actions, 44 U. Chi. L. Rev. 168
(1977).
Comment, The Use of Government Judgments in Private Antitrust Litigation: Clayton Act Section 5(a),
Collateral Estoppel, and Jury Trial, 43 U. Chi. L. Rev. 338 (1976).
EDUCATION
University of Chicago Law School, Chicago, Illinois; J.D. 1977, cum laude; Order of the Coif; Comment Editor,
Vol. 44, University of Chicago Law Review; Approximately top 1% of the Class. Awarded Casper Platt Award
for best paper written by a student of the University of Chicago Law School; awarded Jerome N. Frank Prize for
excellence in legal writing while a member of the University of Chicago Law Review, 1975 - 1977. Studied law
and economics with Richard Posner and other members of the faculty.
A-3
Brown University, Providence, Rhode Island; M.A. 1974 in American History.
Cornell University, Ithaca, New York; major-American History; minor-Economics; B.A. 1972.
TESTIMONY
Declaration of Daniel R. Fischel In Re: Richard J. Tornetta et al., vs. Elon Musk, et al., In the Court of Chancery of
the State of Delaware, C.A. No. 2018-0408-KSJM, (May 8, 2024).
Deposition of Daniel R. Fischel In Re: Sjunde AP-Fonden et al., vs. General Electric, et al., In the United States
District Court, Southern District of New York, Case No. 17-cv-08457 (JMF), (May 3, 2024).
Deposition of Daniel R. Fischel In Re: Maxmillian Klein, et al. on behalf of themselves and all others similarly situated
v. Meta Platforms, Inc., In the United States District Court, Northern District of California, San Francisco
Division, Case No. 20-cv-08570-JD, (March 20, 2024).
Deposition of Daniel R. Fischel In Re: Federal Trade Commission v. Meta Platforms, Inc., In the United States
District Court for the District of Columbia, No. 1:20-cv-03590-JEB, (February 15, 2024).
Deposition of Daniel R. Fischel In Re: Stewart N. Goldstein, individually and on behalf of all others similarly situated
v. Sarissa Capital Management, L.P., et al., In the Court of Chancery for the State of Delaware, Case No.
2020-1061-JTL, (January 25, 2024).
Deposition of Daniel R. Fischel In Re: Solar Eclipse Investment Fund III, LLC, Solar Eclipse Investment Fund IV,
LLC, et al. v Cohnreznick LLP, Cohnreznick Capital Markets Securities LLC, et al., In the Superior Court of the
State of California, County of Los Angeles, Case No. 19STCV45775, (October 31, 2023).
Deposition of Daniel R. Fischel In Re: Alta Partners, LLC v. Getty Images Holdings, Inc., No. 1:22-cv-08916-JSR
and CRCM Institutional Master Fund (BVI) LTD., and CRCM SPAC Opportunity Fund LP, In the United States
District Court, Southern District of New York, No. 1:23-cv-01074-JSR, (August 28, 2023).
Testimony of Daniel R. Fischel In Re: Petersen Energia Inversora, S.A.U. and Petersen Energia S.A.U. v. Argentine
Republic and YPF S.A., In the United States District Court, Southern District of New York, 15 Civ. 2739 (LAP),
(July 27, 2023).
Deposition of Daniel R. Fischel In Re: January 2021 Short Squeeze Trading Litigation, In The United States District
Court, Southern District of Florida, Case No. 21-2989-MDL-ALTONAGA, (April 12, 2023).
Testimony of Daniel R. Fischel In Re: Sanchez Energy Corporation, et al., Debtors, In The United States Bankruptcy
Court, Southern District of Texas, Houston Division, Chapter 11, Case No. 19-34508 (MI), (March 28, 2023).
Deposition of Daniel R. Fischel In Re: Sanchez Energy Corporation, et al., Debtors, In The United States Bankruptcy
Court, Southern District of Texas, Houston Division, Chapter 11, Case No. 19-34508 (MI), (February 10,
2023).
Testimony of Daniel R. Fischel In Re: The Boeing Company and Boeing Brasil Servicos Tecnicos Aeronauticos
LTDA. v. Embraer S.A. and Yabora Industria Aeronautica S.A., American Arbitration Association,
Case No. 01-20-0005-0591, (February 6, 2023).
Testimony of Daniel R. Fischel In Re: Straight Path Communications Inc. Consolidated Stockholder Litigation, In the
Court of Chancery of the State of Delaware, C.A. No. 2017-0486-SG, (December 9, 2022).
Testimony of Daniel R. Fischel In Re: Oracle Corporation Derivative Litigation, In the Court of Chancery of the State
of Delaware, Consolidated C.A. No. 2017-0337-SG, (July 28, 2022).
Testimony of Daniel R. Fischel In Re: United States of America v. Gregg Smith, Michael Nowak, and Jeffrey Ruffo,
In The United States District Court, Northern District of Illinois, Eastern Division, No. 19 CR 00669,
(July 25 and 26, 2022).
Deposition of Daniel R. Fischel In Re: Sjunde Ap-Fonden, et al. vs. General Electric, et al. In The United States
District Court, Southern District of New York, Index No. 17-cv-08457 (JMF), (July 14, 2022).
A-4
Deposition of Daniel R. Fischel In Re: Sanchez Energy Corporation, et al., and Delaware Trust Company v.
Mesquite Energy Inc. f/k/a Sanchez Energy Corporation, Apollo Commodities Management, L.P., Fidelity
Management and Research Company, et al. In the United States Bankruptcy Court, Southern District of
Texas, Houston Division, Chapter 11, Case No. 19-34508 (MI), Adv. Pro. No. 21-3862 (MI), (May 17, 2022).
Deposition of Daniel R. Fischel In Re: Tesla, Inc., Securities Litigation, In the United States District Court for the
Northern District of California, San Francisco Division, Civil Action No. 3:18-cv-04865-EMC, (March 28, 2022).
Deposition of Daniel R. Fischel In Re: Petersen Energia Inversora, S.A.U. and Petersen Energia S.A.U. v. Argentine
Republic and YPF S.A., In the United States District Court, Southern District of New York, 15 Civ. 2739 (LAP),
(March 17, 2022).
Testimony of Daniel R. Fischel In Re: Mindbody, Inc. Stockholder Litigation, In the Court of Chancery of the State of
Delaware, C.A. No. 2019-0442-KSJM, (March 9, 2022).
Testimony of Daniel R. Fischel In Re: The Official Committee of Unsecured Creditors of Allied Systems Holdings,
Inc. and its affiliated debtors et al. v. Yucaipa, et al., In the U.S. Bankruptcy Court for the District of Delaware,
Bankr., D. Del., Proc. Nos. 13-50530-KBO, 14-50971-KBO (March 4, 2022).
Deposition of Daniel R. Fischel In Re: Securities and Exchange Commission v. Ripple Labs, Inc. et al., In the
United States District Court, Southern District of New York, Case No. 20-Civ-10832 (AT) (SN)
(February 28, 2022).
Deposition of Daniel R. Fischel In Re: Mindbody, Inc. Stockholder Litigation, In the Court of Chancery of the State of
Delaware, C.A. No. 2019-0442-KSJM, (February 4, 2022).
Declaration of Daniel R. Fischel In Re: Mylan N.V. Securities Litigation, In the United States District Court, Southern
District of New York, Case No. 1:16-cv-07926 (JPO), (December 22, 2021).
Deposition of Daniel R. Fischel In Re: JUUL Labs, Inc. Marketing, Sales Practices, and Products Liability Litigation,
In the United States District Court, Northern District of California, Case No.: 19-md-02913-WHO,
(December 13, 2021).
Deposition of Daniel R. Fischel In Re: Oracle Corporation Derivative Litigation, In the Court of Chancery of the State
of Delaware, Consolidated C.A. No. 2017-0337-SG, (December 8, 2021).
Deposition of Daniel R. Fischel In Re: Straight Path Communications Inc. Consolidated Stockholder Litigation, In the
Court of Chancery of the State of Delaware, C.A. No. 2017-0486-SG, (October 21, 2021).
Deposition of Daniel R. Fischel In Re: Abu Dhabi Investment Authority vs. Mylan N.V. and Mylan Inc., In the
United States District Court, Southern District of New York, Civil Action No. 1:20-cv-01342-JPO,
(August 18, 2021).
Deposition of Daniel R. Fischel In Re: Mylan N.V. Securities Litigation, In the United States District Court,
Southern District of New York, Case No. 1:16-CV-07926 (JPO), (August 17, 2021).
Deposition of Daniel R. Fischel In Re: Hawaii Structural Ironworkers Pension Trust Fund, Individually and on Behalf
of All Others Similarly Situated vs. AMC Entertainment Holdings, Inc., et al., In the United States District
Court, Southern District of New York, Case No.1:18-cv-00299-AJN-SLC, (August 12, 2021).
Deposition of Daniel R. Fischel In Re: Sjunde Ap-Fonden, et al, vs. General Electric, et al., In the United States
District Court, Southern District of New York, Index No. 17-cv-08457 (JMF), (August 9, 2021).
Testimony of Daniel R. Fischel In Re: United States of America vs. Edward Bases and John Pacilio, In the United
States District Court, Northern District of Illinois, Eastern Division, Docket No. 18 CR 48, (July 29, 2021).
Testimony of Daniel R. Fischel In Re: Ahmed D. Hussein vs. Sheldon Razin, Steven Plochocki, Quality Systems,
Inc., And Does 1-10, Inclusive, In the Superior Court of California, County of Orange, NO. 30-2013-00679600,
CU-NP-CJC (July 27, 2021).
Testimony of Daniel R. Fischel In Re: Tesla Motors, Inc. Stockholders Litigation, In the Court of Chancery of the
State of Delaware, Consolidated Civil Action No. 12711-VCS (July 23, 2021).
A-5
Testimony of Daniel R. Fischel In Re: Huntsman International, LLC vs. Albemarle Corporation, Rockwood
Specialties Group, Inc., and Rockwood Holdings, Inc., American Arbitration Association, AAA Case No. 01-17-
001-4588 (May 10, 2021).
Testimony of Daniel R. Fischel In Re: Resolution Life L.P. and Resolution Life (Parallel) Partnership vs. GBIG
Holdings, Inc. f/k/a Southland National Holdings, Inc.; SNH Acquisition, LLC and Greg Lindberg, In the
Supreme Court of the State of New York, Civil Division, Index Nos. 650575/19, 653258/19, (April 19, 2021).
Deposition of Daniel R. Fischel In Re: Matthew Sciabacucchi and Hialeah Employees’ Retirement System vs. John
Malone, et al., and Charter Communications, Inc., In the Court of Chancery for the State of Delaware, C.A. No.
11418-VCG, (April 16, 2021).
Deposition of Daniel R. Fischel In Re: Jeld-Wen Holdings, Inc. Securities Litigation, In the United States District Court
for The Eastern District of Virginia, Richmond Division, Civil Action No. 3:20-cv-00112-JAG,
Testimony of Daniel R. Fischel In Re: The Pacific Gas and Electric Company Administration of Stress Test
Methodology Developed Pursuant to Public Utilities Code Section 451.2(b) and (2) Determination That $7.5
Billion of 2017 Catastrophic Wildfire Costs and Expenses Are Stress Test Costs That May Be Financed
Through Issuance of Recovery Bonds Pursuant to Section 451.2(c) and Section 850 et Seq.(U39E), Before
the Public Utilities Commission of the State of California, Application No. 20-04-023, (December 15, 2020).
Deposition of Daniel R. Fischel In Re: Resolution Life L.P. and Resolution Life (Parallel) Partnership vs. GBIG
Holdings, Inc. f/k/a Southland National Holdings, Inc.; SNH Acquisition, LLC and Greg Lindberg, In the
Supreme Court of the State of New York, Index No. 650575/2019, (November 24, 2020).
Deposition of Daniel R. Fischel In Re: SH 130 Concession Company, LLC, Zachry Toll Road – 56 LP Cintra Texas
56 LLC et al. vs. Central Texas Highway Constructors, LLC, et al., In the United States Bankruptcy Court,
Western District of Texas, Austin Division, Case No. 16-10262-TMD, Adversary No. 18-01030,
(November 5, 2020).
Deposition of Daniel R. Fischel In Re: Ahmed D. Hussein versus Sheldon Razin, Steven Plochocki, Quality
Systems, Inc., et al., In the Superior Court of the State of California, County of Orange, Case No. 302013-
00679600 CUNPCJC, (October 22, 2020).
Deposition of Daniel R. Fischel In Re: Deutsche Bank National Trust Company, Solely in its Capacity as Trustee of
the Harborview Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-9, In the
Supreme Court of the State of New York County of New York, Index No. 654208/2018 (September 25, 2020).
Testimony of Daniel R. Fischel In Re: Fairstone Financial Holdings Inc., J.C. Flowers IV L.P. and VP Canada
Acquisition, L.P. vs. Duo Bank of Canada, Court File No. CV-20-00641857-00CL and Duo Bank of Canada
vs. Fairstone Financial Holdings Inc., J.C. Flowers IV L.P. and VP Canada Acquisition, L.P., Court File
No. CV-20-00643629-00CL, In the Ontario Superior Court of Justice, (September 11, 2020).
Testimony of Daniel R. Fischel In Re: AB Stable VIII LLC vs. Maps Hotels and Resorts One LLC, et al., In the Court
of Chancery of the State of Delaware, C. A. No. 2020-0310-JTL (August 28, 2020).
Deposition of Daniel R. Fischel In Re: AB Stable VIII LLC vs. Maps Hotels and Resorts One LLC, et al., In the Court
of Chancery of the State of Delaware, Case No. 2020-0130-JTL (August 14, 2020).
Deposition of Daniel R. Fischel In Re: Willis Towers Watson PLC Proxy Litigation, In the United States District
Court for the Eastern District of Virginia, Alexandria Division, Master File No. 1:17-cv-1338-AJT-JFA
(August 12, 2020).
Deposition of Daniel R. Fischel In Re: Forescout Technologies, Inc. et al. vs. Ferrari Group Holdings, LP, and Ferrari
Merger Sub, Inc., et al., In the Court of Chancery of the State of Delaware, Civil Action No. 2020-0385-SG
(July 13, 2020).
Deposition of Daniel R. Fischel In Re: Brigade Leveraged Capital Structures Fund Ltd. et al. vs. Kindred Healthcare,
Inc., et al., In the Circuit Court of Chancery of the State of Delaware, Case No. 2018 0165 (February 5, 2020).
Testimony of Daniel R. Fischel In Re: Gannaway Entertainment, Inc. et al vs. Frankly Inc. et al., American Arbitration
Association, Case No. 01-18-0003-9480 (December 17, 2019).
A-6
Deposition of Daniel R. Fischel In Re: The Official Committee of Unsecured Creditors of Allied Systems Holdings,
Inc. and its affiliated debtors et al. v. Yucaipa, et al., In the U.S. Bankruptcy Court for the District of Delaware,
Bankr., D. Del., Proc. Nos. 13-50530-KBO, 14-50971-KBO (December 16, 2019).
Testimony of Daniel R. Fischel In Re: Nord Anglia Education, Inc., In the Grand Court of The Cayman Islands,
Financial Services Division, Cause No. FSD 235 of 2017 (IKJ). (December 6, 9, 10 and 11, 2019).
Deposition of Daniel R. Fischel In Re: Lindie L. Banks and Erica LeBlanc, individually and on behalf of all others
similarly situated vs. Northern Trust Corporation and Northern Trust Company, In the United States District
Court, Central District of California, Case No. 2: 16-cv-09141-JFK (JCx) (November 22, 2019).
Deposition of Daniel R. Fischel In Re: Tesla Motors, Inc. Stockholder Litigation, In the Court of Chancery of the State
of Delaware, C.A. No. 12711-VCS (November 19, 2019).
Deposition of Daniel R. Fischel In Re: Melina N. Jacobs, On Behalf of Herself and All Others Similarly Situated vs.
Verizon Communications, Inc., et al., In the United States District Court for the Southern District of New York,
Civil Action No. 1:16-cv-01082 (August 28, 2019).
Deposition of Daniel R. Fischel In Re: American Realty Capital Properties, Inc. Litigation, In the United States District
Court, Southern District of New York, Civil Action No. 1:15-mc-00040-AKH Class Action (July 25, 2019).
Deposition of Daniel R. Fischel In Rajesh M. Shah, et al vs. Zimmer Biomet Holdings, Inc., et al, In the United States
District Court, Northern District of Indiana, South Bend Division, Case No. 3:16-cv-815-PPS-MGG
(May 17, 2019).
Testimony of Daniel R. Fischel In Colonial Chevrolet Co., Inc., et al., Alley’s of Kingsport, Inc., et al., and Union
Dodge, Inc., et al. vs. The United States (Nos. 10-647C, 11-100C, and 12-900L – Consolidated), In the United
States Court of Federal Claims (May 8, 2019).
Testimony of Daniel R. Fischel In Anthem, Inc. vs. Cigna Corporation, In the Court of Chancery of the State of
Delaware, C.A. No. 2017-0114-JTL (March 8, 2019).
Deposition of Daniel R. Fischel In Re: Nine West holdings, Inc., et al., Debtors, United States Bankruptcy Court,
Southern District of New York, Chapter 11 Case No. 18-10947 (SCC) (January 16, 2019).
Deposition of Daniel R. Fischel In Re: Sandisk LLC Securities Litigation, United States District Court, Northern
District of California, San Francisco Division, Case No. 3:15-cv-01455-VC (November 16, 2018).
Deposition of Daniel R. Fischel In Re: Colonial Chevrolet Co., Inc., Alley’s of Kingsport, Inc. and Union Dodge, Inc.,
et al vs. The United States, In the United States Court of Federal Claims, Nos. 10-647C, 11-100C and
12-900L (Consolidated) (November 15, 2018).
Testimony of Daniel R. Fischel In Re: United States of America, et al., vs. J-M Manufacturing Co., Inc., United States
District Court, Central District of California – Western Division, No. CV 6-55 GW (November 5, 2018).
Deposition of Daniel R. Fischel In Re: Appraisal of Air Methods Corp., In the Court of Chancery of the State of
Delaware, C.A. No.: 2017-0317-JRS (September 27 and 28, 2018).
Testimony of Daniel R. Fischel In Re: Akorn, Inc., v. Fresenius Kabi, AG, et al., In the Court of Chancery of the State
of Delaware, C.A. No. 2018-0300-JTL (July 13, 2018).
Deposition of Daniel R. Fischel In Re: Starz Stockholder Litigation, In the Court of Chancery of the State of
Delaware, Consolidated C.A. No. 12584-VCG (July 12, 2018).
Deposition of Daniel R. Fischel In Re: Akorn, Inc. vs. Fresenius Kabi AG, Quercus Acquisition, Inc. and Fresenius
SE & Co. KGaA, In the Court of Chancery of the State of Delaware, Index No. 2018-0300 (June 30, 2018).
Deposition of Daniel R. Fischel In Re: Physiotherapy Holdings, Inc., et al., Debtors; PAH Litigation Trust v. Water
Street Healthcare Partners, L.P., et al., In the United States Bankruptcy Court for the District of Delaware,
Case No. 13-12965 (KG) (Jointly Administered) (June 5, 2018).
Deposition of Daniel R. Fischel In Re: Facebook, Inc. Class C Reclassification Litigation, In the Court of Chancery of
the State of Delaware, Consolidated C.A. No. 12286-VCL (May 18, 2018).
A-7
Testimony of Daniel R. Fischel In Re: Dr. Alan Sacerdote, et al. vs. New York University, In the United States District
Court for the Southern District of New York, Civil Action No. 1:16-cv-6284-KBF (April 24, 25 and 26, 2018).
Deposition of Daniel R. Fischel In Re: Daniel Turocy, et al. vs. El Pollo Loco Holdings, Inc., et al., In the United
States District Court, Central District of California, Southern Division, Case No. 8:15-cv-01343-DOC-KES
(April 12, 2018).
Deposition of Daniel R. Fischel In Re: United States of America v. AT&T Inc., Directv Group Holdings, LLC, and
Time Warner Inc., In the United States District Court for the District of Columbia, Case No. 1:17-cv-02511-RJL
(March 9, 2018).
Deposition of Daniel R. Fischel In Re: Dr. Alan Sacerdote, et al. vs. New York University, In the United States District
Court for the Southern District of New York, Civil Action No. 1:16-cv-6284-KBF (March 1, 2018).
Testimony of Daniel R. Fischel In Re: Lehman Brothers Holdings Inc., et al., In the United States Bankruptcy
Court, Southern District of New York, Chapter 11, Case No. 08-13555 (SCC) (December 4, 2017).
Deposition of Daniel R. Fischel In Re: Lehman Brothers Holdings Inc., et al., In the United States Bankruptcy
Court, Southern District of New York, Chapter 11, Case No. 08-13555 (SCC) (October 17, 2017).
Testimony of Daniel R. Fischel In Re: Genon Energy, Inc., et al, Debtors, In the United States Bankruptcy Court
for the Southern District of Texas Houston Division, Chapter 11, Case No. 17-33695 (DRJ)
(October 6, 2017).
Deposition of Daniel R. Fischel In Re: Genon Energy, Inc., et al, Debtors, In the United States Bankruptcy Court
for the Southern District of Texas Houston Division, Chapter 11, Case No. 17-33695 (DRJ)
(August 25, 2017).
Deposition of Daniel R. Fischel In Re: United States ex re. Hendrix et al., vs. JM Manufacturing Company, Inc.,
et al., In the United States District Court, Central District of California, Case No. ED CV 06-00055-GW
(July 20, 2017).
Testimony of Daniel R. Fischel In Re: Saguaro Power Co. v. Pioneer Americas LLC d/b/a Olin Chlor Alkali
Products, In AAA Case No. 01-16-0005-1073 (June 30, 2017).
Testimony of Daniel R. Fischel In Re: Syngenta AG MIR 162 Corn Litigation, In the United States District Court
for the District of Kansas, Master File No. 2:14-MD-02591-JWL-JPO (June 19, 2017).
Testimony of Daniel R. Fischel In Re: Motors Liquidation Company, f/k/a General Motors Corporation, et al.,
Debtors, United States Bankruptcy Court, Southern District of New York, Chapter 11, Case No.:09-50026
(MG) and Motors Liquidation Company Avoidance Action Trust, et al vs. JPMorgan Chase Bank, N.A., et
al., United States Bankruptcy Court, Southern District of New York, Case No.: 09-00504 (MG)
(May 2 and 3, 2017).
Deposition of Daniel R. Fischel In Re: Alere-Abbott Merger Litigation, In the Court of Chancery of the State of
Delaware, Consolidated C.A. No. 12963-VCG (April 4, 2017).
Testimony of Daniel R. Fischel In Re: Appraisal of AOL Inc., In the Court of Chancery of the State of Delaware,
Consol C.A. No. 11204-VCG (March 20, 2017).
Deposition of Daniel R. Fischel In Re: City of Daytona Beach Policy and Fire Pension Fund, et al vs.
Examworks Group, Inc., et al., In the Court of Chancery of the State of Delaware, C.A. No. 12481-VCL
Deposition of Daniel R. Fischel In Re: Appraisal of AOL Inc., In the Court of Chancery of the State of Delaware,
Consol C.A. No. 11204-VCG (February 14 and 15, 2017).
Deposition of Daniel R. Fischel In Re: Motors Liquidation Company, f/k/a General Motors Corporation, et al.,
Debtors, United States Bankruptcy Court, Southern District of New York, Chapter 11, Case No.:09-50026
(MG) and Motors Liquidation Company Avoidance Action Trust, et al vs. JPMorgan Chase Bank, N.A., et
al., United States Bankruptcy Court, Southern District of New York, Case No.: 09-00504 (MG)
(January 31, 2017).
A-8
Deposition of Daniel R. Fischel In Re: Syngenta Litigation, In the State of Minnesota District Court, County of
Hennepin Fourth Judicial District, Court File No. 27-CV-15-3785 and In Re: Syngenta AG MIR 162 Corn
Litigation, In the United States District Court for the District of Kansas, Case No. 2:14-md-2591-JWL-JPO
(January 20, 2017).
Testimony of Daniel R. Fischel In the Matter of Motiva Enterprises LLC vs. Bechtel Corporation, Jacobs
Engineering Group, Inc. and Bechtel-Jacobs CEP Port Arthur Joint Venture, International Institute for
Conflict Prevention and Resolution (October 20, 2016)
Deposition of Daniel R. Fischel in Beaver County Employees Retirement Fund, et al., vs. Cyan, Inc., et al.,
Superior Court of the State of California, County of San Francisco, Lead Case No. CGC-14-538355
(Consolidated with No. CGC-14-539008) (October 11, 2016).
Testimony of Daniel R. Fischel In Re: Paragon Offshore PLC, et al, Debtors, In the United States Bankruptcy
Court, District of Delaware, Case No. 16-10386 (September 23, 2016).
Deposition of Daniel R. Fischel In the Matter of Motiva Enterprises LLC vs. Bechtel Corporation, Jacobs
Engineering Group, Inc. and Bechtel-Jacobs CEP Port Arthur Joint Venture, International Institute for
Conflict Prevention and Resolution (August 25, 2016)
Deposition of Daniel R. Fischel In Re: Syngenta AG MIR162 Corn Litigation, In the United States District Court
for the District of Kansas; Case No. 2;14-MD-02591-JWL-JPO and In Re: Syngenta Litigation, In the
State of Minnesota District Court, County of Hennepin, Fourth Judicial District, Case No. 27-CV-15-385
(August 11, 2016).
Deposition of Daniel R. Fischel in The Western and Southern Life Insurance Company vs. The Bank of New
York Mellon, Court of Common Pleas, Hamilton County, Ohio, Case No. A 1302490 (July 27, 2016).
Testimony of Daniel R. Fischel in Herbalife, Ltd., vs. KPMG LLP, Non-Administered Arbitration of the
International Institute for Conflict Prevention and Resolution, CPR Case No. 1100076998 (May 19, 2016).
Testimony of Daniel R. Fischel in iHeart Communications, Inc., f/k/a Clear Channel Communications, Inc. vs.
Benefit Street Partners, et al., In the District Court of Bexar County, Texas, Cause No. 2016 CI 04006
(May 17, 2016).
Deposition of Daniel R. Fischel in iHeart Communications, Inc., f/k/a Clear Channel Communications, Inc. vs.
Benefit Street Partners, et al., In the District Court of Bexar County, Texas, Cause No. 2016 CI 04006
(May 12, 2016).
Testimony of Daniel R. Fischel in U.S. Commodity Futures Trading Commission v. Igor B. Oystacher and 3
Red Trading, LLC, In the United States District Court for the Northern District of Illinois, Eastern Division,
Docket No. 15 C 9196 (May 6, 2016).
Testimony of Daniel R. Fischel in Merion Capital LP and Merion Capital II, LP vs. Lender Processing Services,
Inc., In the Court of Chancery of the State of Delaware, C.A. No. 9320-VCL (May 4 and 5, 2016).
Testimony of Daniel R. Fischel in iHeart Communications, Inc., f/k/a Clear Channel Communications, Inc. v.
Benefit Street Partners LLC, et al., In the District Court of Bexar County, Texas, 285th Judicial District,
Cause No. 2016-CI 04006 (April 5, 2016).
Deposition of Daniel R. Fischel in iHeart Communications, Inc., f/k/a Clear Channel Communications, Inc. v.
Benefit Street Partners LLC, et al., In the District Court of Bexar County, Texas, 285th Judicial District,
Cause No. 2016-CI 04006 (April 2, 2016).
Deposition of Daniel R. Fischel in Herbalife Ltd. vs. KPMG LLP, Non-Administered Arbitration of the
International Institute for Conflict Prevention and Resolution, CPR Case No.1100076998
(March 31, 2016).
Deposition of Daniel R. Fischel in U.S. Commodity Futures Trading Commission v. Igor B. Oystacher and 3
Red Trading, LLC, In the United States District Court, Northern District of Illinois, Eastern Division,
No. 15-cv-09196 (March 25, 2016).
Deposition of Daniel R. Fischel in Merion Capital LP and Merion Capital II, LP vs. Lender Processing Services,
Inc., In the Court of Chancery of the State of Delaware, C.A. No. 9320-VCL (March 15, 2016).
A-9
Deposition of Daniel R. Fischel in Lawrence E. Jaffe Pension Plan, On Behalf of Itself and All Others Similarly
Situated v. Household International, Inc., et al., In the United States District Court, Northern District of
Illinois Eastern Division, Lead Case No. 02-C-5893 (February 24, 2016).
Deposition of Daniel R. Fischel in Robert E. Morley, Jr. and REM Holdings 3, LLC vs. Square, Inc., Jack Dorsey,
and James McKelvey, Jr., United States District Court for the Eastern District of Missouri, Eastern
Division, Civil Action No. 14-CV-00172-SNLJ (February 19, 2016).
Testimony of Daniel R. Fischel In the Matter of the Application of U.S. Bank National Association, The Bank of
New York Mellon, et al., Supreme Court of the State of New York, County of New York, Index
No. 652382/2014 (January 20 and 21, 2016).
Testimony of Daniel R. Fischel in Sangeeth Peruri v. Ameriprise Financial, Inc., et al, American Arbitration
Association, Case No. 01-15-0002-3991 (December 7, 2015).
Deposition of Daniel R. Fischel In the Matter of the Application of U.S. Bank National Association, The Bank of
New York Mellon, The Bank of New York Mellon Trust Company, N.A., et al, In the Supreme Court of the
State of New York, County of New York, Index No. 652382/2014 (December 3, 2015).
Testimony of Daniel R. Fischel in Securities and Exchange Commission v. Arkadiy Dubovoy, et al, In the United
States District Court for the District of New Jersey, Civil Case No. 15-cv- 6076-MCA (October 8, 2015).
Deposition of Daniel R. Fischel in Steven A. Stender, Harold Silver and Infinity Clark Street Operating, L.L.C.,
on behalf of themselves and all others similarly situated v. Archstone- Smith Operating Trust, et al., in the
United States District Court for the District of Colorado, Case No. 07-CV-02503-WJM-MJW
(July 24, 2015).
Testimony of Daniel R. Fischel In Re: Determination of Royalty Rates and Terms for Ephemeral Recording and
Digital Performance of Sound Recordings (Web IV), in the United States Copyright Royalty Judges, The
Library of Congress, Docket No. 14-CRB-0001-WR (2016-2020) (May 21 and 22, 2015).
Deposition of Daniel R. Fischel In Re: Determination of Royalty Rates and Terms for Ephemeral Recording and
Digital Performance of Sound Recordings (Web IV), in the United States Copyright Royalty Judges, The
Library of Congress, Docket No. 14-CRB-0001-WR (2016-2020) (April 1, 2015).
Deposition of Daniel R. Fischel in MacDermid, Incorporated vs. Cookson Group, PLC, Cookson Electronics and
Enthone, Inc., in the Superior Court, Judicial District of Waterbury, Docket No. UWY-CV-12-6016356-S
(January 21, 2015).
Testimony of Daniel R. Fischel in the Securities and Exchange Commission vs. Samuel E. Wyly and Donald R.
Miller, Jr., in his capacity as the Independent Executor of the Will and Estate of Charles J. Wyly, Jr., in
the United States District Court, Southern District of New York, 10 Civ. 5760 (SAS) (November 17, 2014).
Deposition of Daniel R. Fischel In Re: Activision Blizzard, Inc. Stockholder Litigation, In the Court of Chancery
of the State of Delaware, Consolidated C.A. No. 8885-VCL (October 17, 2014).
Testimony of Daniel R. Fischel in Hugh M. Caperton, Harman Development Corporation, Harman Mining
Corporation, and Sovereign Coal Sales, Inc. v. A.T. Massey Coal Company, Inc., In the Circuit Court for
Buchanan County, Case No. 027CL10000771-00 (May 20 and 21, 2014).
Deposition of Daniel R. Fischel in Center Partners, Ltd., et al v. Urban Shopping Centers, L.P., et al., In the
Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 04 L 012194
(April 24, 2014).
Deposition of Daniel R. Fischel in Third Point LLC v. William F. Ruprecht, et al and Sotheby’s, In the Court of
Chancery of the State of Delaware, C.A. No. 9469-VCP (April 19, 2014).
Deposition of Daniel R. Fischel in Hugh M. Caperton, Harman Development Corporation, Harman Mining
Corporation, and Sovereign Coal Sales, Inc. v. A.T. Massey Coal Company, Inc., In the Circuit Court for
Buchanan County, Case No. 027CL10000771-00 (March 14, 2014).
Deposition of Daniel R. Fischel in Corre Opportunities Fund, LP, Zazove Associates LLC, DJD Group LLLP,
First Derivative Traders LP, and Kevan A. Fight vs. Emmis Communications Corporation, United States
District Court, Southern District of Indiana, Indianapolis Division, Case No. 1:12-cv-0491-SEB-TAB
(October 4, 2013).
A-10
Testimony of Daniel R. Fischel In the Matter of the Application of The Bank of New York Mellon, (As Trustee
Under Various Pooling and Servicing Agreements and Indenture Trustee under various indentures),
Petitioner, for an order, pursuant to CPLR §7701, seeking judicial instructions and approval of a
proposed settlement, Index No. 651786/11, Supreme Court of the State of New York, County of New
York: Trial Term Part 39 (September 9 and 10, 2013).
Testimony of Daniel R. Fischel In Re: September 11 Litigation, Case No. 21 MC 97 (AKH), United States
District Court for the Southern District of New York, (July 16, 2013).
Deposition of Daniel R. Fischel in Cantor Fitzgerald & Co., et al v. American Airlines, Inc., et al, Case
No. 21 MC 101 (AKH), 04 CV 7318 (AKH), United States District Court, Southern District of New York
(July 1,2013).
Deposition of Daniel R. Fischel In Re: Pfizer Inc. Securities Litigation, Case No. 04 Civ. 9866 (RO) in The
United States District Court for the Southern District of New York (June 28, 2013).
Testimony of Daniel R. Fischel in William T. Esrey, Julie C. Esrey, Ronald T. LeMay and Casondra C. Lemay v.
Ernst & Young LLP Arbitration, Case No. 13 107 Y 02332 11 (May 29, 2013).
Deposition of Daniel R. Fischel in Christine Bauer-Ramazani and Carolyn B. Duffy, on behalf of themselves
and all other similarly situated v. Teachers Insurance and Annuity Association of America – College
Retirement and Equities Fund (TIAA-CREF), et al, in the United States District Court, District of Vermont,
Docket No. 1:09-cv-190 (May 21, 2013).
Deposition of Daniel R. Fischel In Re: Google Inc. Class C Shareholder Litigation, In the Court of Chancery of
the State of Delaware, Case No. 7469CS (May 17, 2013).
Deposition of Daniel R. Fischel In the Matter of the application of The Bank of New York Mellon (as Trustee
under various Pooling and Servicing Agreements and Indenture Trustee under various Indentures), et al.,
Supreme Court of the State of New York, County of New York, Index No. 651786/2011 (May 9, 2013).
Deposition of Daniel R. Fischel in William T. Esrey, Julie C. Esrey, Ronald T. Lemay, and Casondra C. Lemay v.
Ernst & Young, L.L.P., Before the American Arbitration Association, Case No. 1234 (May 7, 2013).
Deposition of Daniel R. Fischel in Archer Well Company, Inc. v. GW Holdings LLC and Wexford Capital LP, in
the United States District Court, Southern District of New York, ECF Case No. 1 1:12-cv-06762-JSR
(April 5, 2013).
Testimony of Daniel R. Fischel in Meso Scale Diagnostics, LLC , Meso Scale Technologies, LLC v. Roche
Diagnostics GmbH, et al., In the Court of Chancery of the State of Delaware, Civil Action No. 5589-VCP
Deposition of Daniel R. Fischel in Center Partners, Ltd. et al v. Urban Shopping Centers, L.P., et al, Circuit
Court of Cook County, Illinois, No. 04 L 012194 (February 6 and 7, 2013).
Deposition of Daniel R. Fischel In Re: September 11 Litigation, United States District Court, Southern District of
New York, Civil Action No. 21 MC 101 (AKH) (January 11, 2013).
Deposition of Daniel R. Fischel in Meso Scale Diagnostics, LLC, Meso Scale Technologies, LLC v. Roche
Diagnostics GmbH, et al., In the Court of Chancery of the State of Delaware, Case No: 5589-VCP
(November 12, 2012).
Testimony of Daniel R. Fischel in Stuart Bederman, et al. v. Archstone, f/k/a Archstone-Smith Operating Trust,
Arbitration before the Honorable Bruce W. Kauffman (October 17, 2012).
Deposition of Daniel R. Fischel in David E. Brown, et al. v. Authentec, Inc. et al., In the Circuit Court of the
Eighteenth Judicial Circuit in and for Brevard County, Florida, Civil Division, Case No. 05-2012-CA-57589
(September 18, 2012).
Deposition of Daniel R. Fischel in Stuart Bederman, et al. v. Archstone, f/k/a Archstone-Smith Operating Trust,
Arbitration before the Honorable Bruce W. Kauffman (September 14, 2012).
Testimony of Daniel R. Fischel in Tronox, Incorporated, et al., v. Kerr-McGee Corporation, et al., United States
Bankruptcy Court, Southern District of New York, Adversary Proceeding No. 09-10098(ALG)
(August 7, 8 and 9, 2012).
A-11
Deposition of Daniel R. Fischel In re McAfee, Inc. Shareholder Litigation, Superior Court of the State of
California, County of Santa Clara, Lead Case No. 1:10-cv-180413 (August 2, 2012).
Testimony of Daniel R. Fischel in Kraft Foods Global, Inc., v. Starbucks Corporation, Arbitration Before JAMS,
Arbitration No. 1340008345 (July 31, 2012).
Deposition of Daniel R. Fischel in Altana Pharma AG, and Wyeth v. Teva Pharmaceuticals USA, Inc. and Teva
Pharmaceutical Industries, Ltd., In the United States District Court, District of New Jersey, Consolidated
Civil Action Nos. 04-2355 (JLL)(CCC), 05-1966 (JLL)(CCC), 05-3920 (JLL)(CCC) and 05-3672
(JLL)(CCC) (June 1, 2012).
Deposition of Daniel R. Fischel in Kraft Foods Global, Inc. v. Starbucks Corporation, Arbitration before JAMS,
Arbitration No. 1340008345 (May 15, 2012).
Deposition of Daniel R. Fischel in Capital One Financial Corporation v. John A. Kanas and John Bohlsen, In the
United States District Court for the Eastern District of Virginia, Alexandria Division, Civil Action
No. 1:11-cv-750 (LO/TRJ) (May 10, 2012).
Deposition of Daniel R. Fischel In Re: Pfizer Inc. Securities Litigation, In the United States District Court,
Southern District of New York, Case 1:04-cv-09866-LTS-HBP (May 3, 2012).
Deposition of Daniel R. Fischel in Willie R. Pittman, Susan B. Seales and Stephen T. Selzer vs. J. Coley Clark,
Moneygram International, Inc., et al., In the Court of Chancery of the State of Delaware,
C.A. No. 6387-VCL (April 26, 2012).
Deposition of Daniel R. Fischel in Chona Allison, et al v. CRC Insurance Services, Inc., In the United States
District Court for the Northern District of Illinois, Eastern Division, Case No. 10-3313
(March 14 and 15, 2012).
Deposition of Daniel R. Fischel In Re: Tronox Incorporated, et al., Debtors, In the United States Bankruptcy
Court, Southern District of New York, Chapter 11, Case No. 09-10156 (ALG) (February 24, 2012).
Testimony of Daniel R. Fischel In Re: BankAtlantic Bancorp, Inc. Litigation, In the Court of Chancery of the
State of Delaware, Consolidated Civil Action No. 7068-VCL (January 27 and 30, 2012).
Deposition of Daniel R. Fischel in Hildene Capital Management, LLC et al v. BankAtlantic Bancorp, Inc., et al,
In the Court of Chancery of the State of Delaware, C.A. No. 7068- VCL (January 19, 2012).
Deposition of Daniel R. Fischel in Advanced Analogic Technologies, Incorporated v. Skyworks Solutions, Inc.
and Powerco Acquisition Corp., In the Court of Chancery of the State of Delaware, Arbitration No. 005-A-
CS (November 18, 2011).
Testimony of Daniel R. Fischel in Prudential Retirement Insurance and Annuity Company v. State Street Bank
and Trust Company and State Street Global Advisors, Inc., United States District Court, Southern District
of New York, Case No. 07-CV-8488 (October 13, 2011).
Deposition of Daniel R. Fischel In Re: Inkeepers USA Trust, et al v. Cerberus Series Four Holdings, LLC., et al,
United States Bankruptcy Court, Southern District of New York, Case No. 10-13800 (SCC)
(October 5, 2011).
Deposition of Daniel R. Fischel in Mary K. Jones, et al v. Pfizer, Inc., et al, United States District Court,
Southern District of New York, Civil Action No. 10-cv-03864 (AKH) ECF (October 4, 2011
Testimony of Daniel R. Fischel in Marina Del Rey Country Club Apartments, et al. vs. Archstone and Archstone
Multifamily Series I Trust, Ruby/Archstone Arbitration (August 30, 2011).
Deposition of Daniel R. Fischel in Maher Terminals, LLC v. The Port Authority of New York and New Jersey,
Before the Federal Maritime Commission, FMC Docket No. 08-03 (August 25, 2011).
Testimony of Daniel R. Fischel in Securities and Exchange Commission v. Joseph P. Nacchio, Robert S.
Woodruff, Afshin Mohebbi, James J. Kozlowski and Frank T. Noyes, United States District Court for the
District of Colorado, Civil Action No. 05-cv-480-MSK-CBS (August 16, 2011).
A-12
Affidavit of Daniel R. Fischel in Glenhill Capital LP, et al v. Porsche Automobil Holding, SE, f/k/a Dr. Ing. h.c. F.
Porsche AG, Supreme Court of the State of New York, County of New York, Index Number 650678/2011
(August 15, 2011).
Deposition of Daniel R. Fischel in Fairfax Financial Holdings Limited and Crum & Forster Holdings Corp. v.
S.A.C. Capital Management, LLC, et al., Superior Court of New Jersey, Law Division: Morris County,
Docket No. MRS-L-2032-06 (July 27, 2011).
Deposition of Daniel R. Fischel In Re: Lyondell Chemical Company, et al v. Leonard Blavatnik, et al., United
States Bankruptcy Court, Southern District of New York, Chapter 11 Case No. 09-10023 – (REG) (Jointly
Administered) (July 25, 2011).
Deposition of Daniel R. Fischel In Re: Constar Int’l Inc. Securities Litigation, United States District Court,
Eastern District of Pennsylvania, Master File No. 03cv05020 (June 28, 2011).
Affidavit of Daniel R. Fischel In Re: Massey Energy Co. Derivative and Class Action Litigation, in The Court of
Chancery of the State of Delaware, C.A. No. 5430-VCS (May 20, 2011).
Deposition of Daniel R. Fischel in Marina Del Rey Country Club, et al v. Archstone and Archstone Multifamily
Series I Trust, Ruby/Archstone Arbitration (May 9, 2011).
Testimony of Daniel R. Fischel in The Dow Chemical Company v. Petrochemical Industries Company (K.S.C.),
International Chamber of Commerce, International Court of Arbitration, ICC Case No. 16127/JEM/MLK
(April 7, 2011).
Testimony of Daniel R. Fischel In Re: Tribune Company, et al., Debtors, In the United States Bankruptcy Court
for the District of Delaware, Chapter 11, Case No. 08-13141 (KJC) (March 10, 2011).
Deposition of Daniel R. Fischel In Re: Tribune Company, et al., Debtors, In the United States Bankruptcy Court
for the District of Delaware, Chapter 11, Case No. 08-13141 (KJC) (March 2, 2011).
Deposition of Daniel F. Fischel In Re: Genetically Modified Rice Litigation, In the United States District Court for
the Eastern District of Missouri, Eastern Division, Case No. 4:06 MD 1811 CDP (February 15, 2011)
Deposition of Daniel R. Fischel in Riceland Food, Inc. v. Bayer Cropscience LP, et al, In the United States
District Court, Eastern District of Missouri, Eastern Division, Case No. 4:09- cv-00433 CDP
(January 18, 2011).
Deposition of Daniel R. Fischel In Re: Genetically-Modified Rice Litigation, In the United States District Court for
the Eastern District of Missouri, Case No. 4:06-MD-1811 (November 11, 12, 2010).
Deposition of Daniel R. Fischel in Coleen Witmer, Individually, and on Behalf of All Others Similarly Situated v.
Dynegy Inc., In the District Court of Harris County, Texas, 234th Judicial District (November 6, 2010).
Testimony of Daniel R. Fischel in Terra Firma (GP) 2 Investments Limited v. Citigroup Inc., United States
District Court for the Southern District of New York, No. 1:09-CV-10459 (JSR) (November 2, 2010).
Testimony of Daniel R. Fischel in Terra Firma (GP) 2 Investments Limited v. Citigroup Inc., United States
District Court for the Southern District of New York, No. 1:09-CV-10459 (JSR) (October 22, 2010).
Testimony of Daniel R. Fischel in Air Products and Chemicals, Inc. v. Airgas, Inc., Peter McCausland, et al, In
the Court of Chancery of the State of Delaware, C.A. No. 5249-CC (October 5, 2010)
Deposition of Daniel R. Fischel in Air Products and Chemicals, Inc. v. Airgas, Inc., Peter McCausland, et al, In
the Court of Chancery of the State of Delaware, C.A. No. 5249-CC (September 8, 2010).
Deposition of Daniel R. Fischel in Terra Firma (GP) 2 Investments Limited v. Citigroup Inc., United States
District Court for the Southern District of New York, No. 1:09-CV-10459 (JSR) (July 28, 2010).
Deposition of Daniel R. Fischel in Citadel Investment Group, L.L.C. et al v. Mikhail Malyshev and Jace
Kohlmeier, In the American Arbitration Association, Case No.AAA No. 51 166 00969 09 (July 13, 2010).
Testimony of Daniel R. Fischel In Re: United States of America v. Joseph P. Nacchio, in the United States
District Court for the District of Colorado, Case No. 05-CR-00545-EWN (June 23, 2010).
A-13
Deposition of Daniel R. Fischel in Cantor Fitzgerald Securities, Cantor Fitzgerald & Co., Cantor Fitzgerald
Partners v. The Port Authority of New York and New Jersey, in the Supreme Court of the State of New
York, County of New York, Case No. 105447/94 (June 4, 2010).
Deposition of Daniel R. Fischel in Alaska Retirement Management Board on behalf of State of Alaska Public
Employees’ Retirement System and State of Alaska Teachers’ Retirement System v. Mercer (US), Inc.,
Mercer Human Resources Consulting, Inc., and William M. Mercer, Inc., in The Superior Court for the
State of Alaska, First Judicial District at Juneau, Case No. 1JU-07-974CI (April 29, 2010).
Deposition of Daniel R. Fischel In Re: ACS Shareholders Litigation, in The Court of Chancery of the State of
Delaware, Consolidated Case No. 4940-VCP (April 26, 2010).
Testimony of Daniel R. Fischel in Securities and Exchange Commission v. Carl W. Jasper, in the United States
District Court for the Northern District of California, San Jose Division, Case No. C-07-06122-JW
(April 16, 2010).
Deposition of Daniel R. Fischel in Prudential Retirement Insurance and Annuity Company v. State Street Bank
and Trust Company and State Street Global Advisors, Inc., in the United States District Court, Southern
District of New York, Case No. 07 CIV 8488 (April 9, 2010).
Deposition of Daniel R. Fischel In re: Lyondell Chemical Company, et al., Debtors. Official Committee of
Unsecured Creditors, on behalf of the Debtors’ Estates v. Citibank, N.A., et al., in the United States
Bankruptcy Court, Southern District of New York, Chapter 11 Case No. 09-10023 – (RED)
(December 2, 2009).
Deposition of Daniel R. Fischel in Securities and Exchange Commission v. Carl W. Jasper, In the United States
District Court, Northern District of California, San Jose Division, Case No. CV 07-6122 (HRL)
(October 22, 2009).
Testimony of Daniel R. Fischel in Ventas, Inc. v. HCP, Inc., In the United States District Court of the Western
District of Kentucky at Louisville, Civil Action No. 3:07-cv-00238-JGH (September 2, 2009).
Deposition of Daniel R. Fischel in Frank K. Cooper Real Estate #1, Inc., et al vs. Cendant Corporation f/k/a
Hospitality Franchise Systems and Century 21 Real Estate Corporation, Superior Court of New Jersey,
Law Division: Morris County, Docket No. MRS-L-377-02 (August 10, 2009).
Deposition of Daniel R. Fischel in Ventas, Inc. v. HCP, Inc., In the United States District Court of the Western
District of Kentucky at Louisville, Civil Action No. 3:07-cv-00238-JGH (August 3, 2009).
Deposition of Daniel R. Fischel in U.S. Commodity Futures Trading Commission v. Amaranth Advisors, L.L.C.,
Amaranth Advisors (Calgary) and Brian Hunter, in the United States District Court, Southern District of
New York, Case No. 07 CIV 6682 (July 8, 2009).
Declaration and Expert Surrebutal Report of Daniel R. Fischel in Ventas, Inc. v. HCP, Inc., In The United States
District Court for the Western District of Kentucky at Louisville, Case No. 3:07-CV-00238-JGH
(June 22, 2009).
Testimony of Daniel R. Fischel in NRG Energy, Inc. v. Exelon Corporation and Exelon Exchange Corporation,
in the United States District Court, Southern District of New York, Case No. 09-CV-2448 (JGK) (DFE),
(June 3, 2009).
Deposition of Daniel R. Fischel In Re: Delphi Corporation v. Appaloosa Management L.P., et al., In the United
States Bankruptcy Court, Southern District of New York; Chapter 11, Case No. 05-44481(RDD) (Jointly
administered), (June 2, 2009).
Deposition of Daniel R. Fischel in NRG Energy, Inc. v. Exelon Corporation and Exelon Exchange Corporation,
in the United States District Court, Southern District of New York, Case No. 09-CV-2448 (JGK) (DFE),
(May 31, 2009).
Deposition of Daniel R. Fischel in e-Bay Domestic Holdings, Inc. v. Craig Newmark and James Buckmaster and
Craigslist, Inc., in the Court of Chancery of the State of Delaware, Case No. 3705-CC (May 29, 2009)
Testimony of Daniel R. Fischel In Re: Lawrence E. Jaffe Pension Plan, et al v. Household International, Inc., et
al, in the United States District Court for the Northern District of Illinois, Eastern Division, No. 02-C-5893
(April 16, 20, 28 and 29, 2009).
A-14
Deposition of Daniel R. Fischel In Re: Rohm and Haas Company v. The Dow Chemical Company and Ramses
Acquisition Corp., In the Court of Chancery of the State of Delaware, C.A. No. 4309-CC (March 4, 2009).
Deposition of Daniel R. Fischel In the Matter of Hoffman, et al. v. American Express Travel Related Services
Company, Inc., et al., in the Superior Court of the State of California, in and for the County of Alameda,
Case No. 2001-022881 (January 15, 2009).
Deposition of Daniel R. Fischel In Re: TyCom Ltd. Securities Litigation, in the United States District Court,
District of New Hampshire, Docket No. 03-CV-1352 (September 22, 2008).
Deposition of Daniel R. Fischel In Re: Hexion Specialty Chemicals, Inc., et al v. Huntsman Corp., in the Court
of Chancery of the State of Delaware, Civil Action No. 3841-VCL (September 4, 2008).
Deposition of Daniel R. Fischel In Re: Stone Energy Corp. Securities Litigation, in the United States District
Court, Western District of Louisiana, Lafayette-Opelousas Division, Civil Action No. 6:05CV2088 (LEAD)
(July 16, 2008).
Deposition of Daniel R. Fischel In Re: Initial Public Offering Securities Litigation, in the United States District
Court, Southern District of New York, Master File No. 21 MC 92 (SAS) (April 3 and 4, 2008).
Deposition of Daniel R. Fischel In Re: Lawrence E. Jaffe Pension Plan, et al v. Household International, Inc., et
al, in the United States District Court for the Northern District of Illinois, Eastern Division, No. 02-C-5893
(March 21, 2008).
Deposition of Daniel R. Fischel In Re: IAC/InteractiveCorp and Barry Diller v. Liberty Media Corporation, in the
Court of Chancery of the State of Delaware in and for New Castle County, Consolidated Case
Number 3486-VCL (February 29, 2008).
Testimony of Daniel R. Fischel In Re: Immunicon Corporation v. Veridex LLC, before the American Arbitration
Association (Commercial Arbitration Rules), Case Number 50 180T 00192 07 (January 17, 2008).
Deposition of Daniel R. Fischel In Re: Unitedglobalcom Shareholders Litigation, in the Court of Chancery of the
State of Delaware in and for New Castle County, Consolidated C.A. No. 1012-N (November 19, 2007).
Deposition of Daniel R. Fischel In Re: Cendant Corporation Litigation, in the United States District Court for the
District of New Jersey, Master File No. 98-1664 (WHW) (November 15, 2007).
Deposition of Daniel R. Fischel In Re: Cendant Corporation Litigation, in the United States District Court for the
District of New Jersey, Master File No. 98-1664 (WHW) (October 16, 2007).
Deposition of Daniel R. Fischel In Re: Schering-Plough Corporation Securities Litigation, in the United States
District Court for the District of New Jersey, Master File No. 01-CV-0829 (KSH/RJH) (October 12, 2007).
Deposition of Daniel R. Fischel In Re: Carpenters Health & Welfare Fund, et al. vs. The Coca- Cola Company,
in the United States District Court, Northern District of Georgia, Atlanta Division, File No. 1:00-CV-2838-
WBH (Consolidated) (September 26, 2007).
Deposition of Daniel R. Fischel In Re: Parker Freeland, et al., vs. Iridium World Communications, Ltd., et al., in
the United States District Court for the District of Columbia, Civil Action No. 99-1002 (August 7, 2007)
Deposition of Daniel R. Fischel In Re: Chuck Ginsburg v. Philadelphia Stock Exchange, Inc., et al., In the Court
of Chancery of the State of Delaware in and for New Castle County, C.A. No. 2202-N (June 12, 2007).
Testimony of Daniel R. Fischel In Re: Holcombe T. Green and HTG Corp. v. McKesson, Inc., et al, In the
Superior Court for the County of Fulton, State of Georgia, Civil Action File No. 2002-CV-48407
(June 5, 2007).
Affidavit of Daniel R. Fischel In Re: Lear Corporation Shareholders Litigation, In the Court of Chancery of the
State of Delaware, Consolidated C.A. No. 2728-VCS (May 30, 2007).
Affidavit of Daniel R. Fischel In Re: Aeroflex, Inc. Shareholder Litigation, in the Supreme Court of the State of
New York, County of Nassau: Commercial Division, Index No. 07-003943 (May 23, 2007).
A-15
Deposition of Daniel R. Fischel In Re: Holcombe T. Green and HTG Corp. v. McKesson, Inc., HBO &
Company, Albert Bergonzi, and Jay Gilbertson, in the Superior Court for the County of Fulton, State of
Georgia, Civil Action File No. 2002W48407 (May 21, 2007).
Deposition of Daniel R. Fischel In Re: Adelphia Communications Corp. v. Deloitte & Touche LLP, et al, in the
Court of Common Pleas, Philadelphia County, Pennsylvania, Case No. 000598 (May 3 and 4, 2007).
Testimony of Daniel R. Fischel In Re: United States of America v. Joseph P. Nacchio, in the United States
District Court for the District of Colorado, Case No. 05-CR-00545-EWN (April 9, 2007).
Deposition of Daniel R. Fischel In Re: MK Resources Company Shareholders Litigation, in the Court of
Chancery for the State of Delaware in and for New Castle County, C.A. No. 1692- N (February 22, 2007).
Deposition of Daniel R. Fischel In Re: Starr International Company, Inc. v. American International Group, Inc., In
the United States District Court, Southern District of New York, Case No. 05 CV 6283 (January 26, 2007).
Written testimony of Daniel R. Fischel In Re: Verizon Communications Inc. and Verizon Services Corp. v.
Christopher G. Pizzirani, In the United States District Court for the Eastern District of Pennsylvania,
Case No. 2:06-cv-04645-MK (November 6, 2006).
Testimony of Daniel R. Fischel In Re: Northeast Savings, F.A. v. United States of America, In the United States
Claims Court, Case No. 92-550 C (November 2 and 9, 2006).
Testimony of Daniel R. Fischel In Re: United States of America v. Sanjay Kumar and Stephen Richards, United
States District Court, Eastern District of New York, 04 Civ. 4104 (ILG) (October 25, 2006).
Affidavit of Daniel R. Fischel In Re: Lionel I. Brazen and Nancy Hammerslough, et al v. Tyco International Ltd.,
et al, In the Circuit Court of Cook County, Illinois County Department, Chancery Division,
No. 02 CH 11837 (September 18, 2006).
Deposition of Daniel R. Fischel In Re: Tele-Communications, Inc. Shareholders Litigation, in the Court of
Chancery of the State of Delaware in and for New Castle County, Consolidated C.A. No. 16470
Affidavit of Daniel R. Fischel In Re: United States of America v. Sanjay Kumar and Stephen Richards, United
States District Court, Eastern District of New York, 04 Civ. 4104 (ILG) (September 8, 2006).
Deposition of Daniel R. Fischel In Re: James Gilbert v. McKesson Corporation, et al., in the State Court of
Fulton County, State of Georgia, Civil Action File No. 02VS032502C (September 7, 2006).
Supplemental Declaration of Daniel R. Fischel In Re: United States of America v. Jeffrey K. Skilling, in the
United States District Court, Southern District of Texas, Houston Division, Crim. No. H-04-25 (Lake, J.)
(August 25, 2006).
Affidavit of Daniel R. Fischel In Re: United States of America v. Sanjay Kumar and Stephen Richards, United
States District Court, Eastern District of New York, 04 Civ. 4104 (ILG) (August 22, 2006).
Declaration of Daniel R. Fischel In Re: United States of America v. Jeffrey K. Skilling, in the United States
District Court, Southern District of Texas, Houston Division, Crim. No. H-04- 25 (Lake, J.)
(August 3, 2006).
Deposition of Daniel R. Fischel In Re: Enron Corporation Securities Litigation, in the United States District
Court, Southern District of Texas, Houston Division, Case Number: H-01- 3624 (May 24, 2006).
Testimony of Daniel R. Fischel In Re: Guidant Corporation Shareholders Derivative Litigation, in the United
States District Court, Southern District of Indiana, Indianapolis Division, Master Derivative Docket No.
1:03-CV-955-SEB-WTL (January 20, 2006).
Testimony of Daniel R. Fischel In Re. Hideji Jumbo Tanaka v. Cerberus Far East Management, L.L.C., et al.,
AAA Case No. 50 T 116 00284 03, (December 15, 2005).
Deposition of Daniel R. Fischel In Re: McKesson HBOC, Inc. Securities Litigation, in the United States District
Court for the Northern District of California, No. C-99-20743-RMW (August 16, 2005).
A-16
Testimony of Daniel R. Fischel In the Matter of Visconsi Companies Ltd., et al. and Lehman Brothers, et al.,
National Association of Securities Dealers Department of Arbitration, Grievance No. 03-07606
(July 26, 2005).
Testimony of Daniel R. Fischel In Re: John P. Crowley, as Receiver of Ambassador Insurance Company v. Doris
June Chait, et al., in the United States District Court for the District of New Jersey, Case No. 85-2441
(HAA) (July 21 and 22, 2005).
Deposition of Daniel R. Fischel In Re: Electronic Data Systems Corporation Securities Litigation, in the United
States District Court for the Eastern District of Texas, Tyler Division, Case No. 6:03-MD-1512
(July 20, 2005).
Testimony of Daniel R. Fischel In Re: United States of America v. Philip Morris, Inc., et al, in the United States
District Court for the District of Columbia, Case No. 1:99CV02496 (May 26 and 27, 2005).
Deposition of Daniel R. Fischel In Re: Cordis Corporation v. Boston Scientific Corporation, et ano, in the United
States District Court for the District of Delaware, Case No. 03-027-SLR (May 25, 2005).
Deposition of Daniel R. Fischel In Re: United States of America v. Philip Morris, Inc., et al, in the United States
District Court for the District of Columbia, Case No. 1:99CV02496 (May 16, 2005).
Testimony of Daniel R. Fischel In Re: Drury Industries, Inc. v. Drury Properties, Inc., in the First Judicial District
Court of the State of Nevada in and for Carson City, Nevada (April 6 and 7, 2005).
Deposition of Daniel R. Fischel In Re: Jerry R. Summers and George T. Lenormand, et al v. UAL Corporation
ESOP Committee, Marty Torres, Barry Wilson, Doug Walsh, Ira Levy, Don Clements, Craig Musa, and
State Street Bank and Trust Company, in the United States District Court for the North District of Illinois,
Eastern Division, No. 03 C 1537 (March 9, 2005).
Deposition of Daniel R. Fischel In Re: Drury Industries, Inc. v. Drury Properties, Inc., in the First Judicial District
Court of the State of Nevada in and for Carson City, Nevada (March 7 and 10, 2005).
Testimony of Daniel R. Fischel In the Matter of Fyffes PLC v. DCC PLC, S&L Investments Limited, James
Flavin and Lotus Green Limited, in The High Court, Dublin, Ireland (2002 No. 1183P)
(February 1 and 2, 2005).
Deposition of Daniel R. Fischel In the Matter of the Arbitration between The Canada Life Assurance Company
and The Guardian Life Insurance Company of America (January 12, 2005).
Deposition of Daniel R. Fischel In Re: IDT Corporation vs. Telefonica, S.A., et al, in the United States District
Court, District of New Jersey, Civil Action No. 01-CV 471 (December 14, 2004).
Deposition of Daniel R. Fischel In Re: DQE, Inc. Securities Litigation, in the United States District Court,
Western District of Pennsylvania, Master File No. 01-1851 (December 7, 2004)
Testimony of Daniel R. Fischel In Re: United States of America v. Daniel Bayly, James A Brown, Robert S. Furst,
Daniel O. Boyle, William R. Fuhs and Sheila K. Kahanek, in the United States District Court of Southern
Texas Houston Division, Case No. H-CR-03-363 (November 4, 2004).
Testimony of Daniel R. Fischel In the Matter of the Arbitration Between the Canada Life Assurance Company,
Petitioner v. Caisse Centrale De Reassurance, Respondent, (November 2, 2004).
Testimony of Daniel R. Fischel In Re: Yankee Atomic Electric Company, Connecticut Yankee Atomic Power
Company, and Maine Yankee Atomic Power Company v. The United States, in the United States Court of
Federal Claims, Case Nos. 98-126C, 98-154C and 98-474C (August 9, 2004).
Affidavit of Daniel R. Fischel In Re: Oracle Corp. Derivative Litigation, in the Court of the Chancery of the State
of Delaware In and For New Castle County, Consolidated Civil Action No. 18751 (June 8, 2004).
Deposition of Daniel R. Fischel In Re: Reading International, Inc., et al v. Regal Entertainment Group, et al,
(Delaware Chancery Court) (May 30, 2004).
Affidavit of Daniel R. Fischel In Re: Reading International, Inc., et al v. Regal Entertainment Group, et al,
(Delaware Chancery Court) (May 28, 2004).
A-17
Deposition of Daniel R. Fischel In Re: Northeast Savings, F.A. v. United States of America, in the United States
Claims Court, Case No. 92-550-C (May 4, 5 and 6, 2004).
Deposition of Daniel R. Fischel In Re: Tyson Foods, Inc. Securities Litigation, in the United States District Court
for the District of Delaware, Civil Action No. 01-425-SLR (March 18, 2004).
Testimony of Daniel R. Fischel In the Matter of Coram Healthcare Corp. and Coram, Inc., Debtors, In the
United States Bankruptcy Court for the District of Delaware, Case No. 00- 3299 Through 00-3300 (MFW)
(March 4, 2004).
Testimony of Daniel R. Fischel In Re: Tracinda Corporation v. DaimlerChrysler AG, et al, in the United States
District Court for the District of Delaware, Civil Action No. 00-984 (February 11, 2004)
Deposition of Daniel R. Fischel In Re: Gerald K. Smith, as Plan Trustee for and on behalf of the Estates of
Boston Chicken, Inc., et al. v. Arthur Anderson LLP, et al., in the United States District Court for the
Northern District of Illinois, Case Nos. CIV-01-218-PHX-PGR, CIV-01- 246-PHX-EHC, CIV-02-1162-
PHX-PGR, CIV-02-1248-PHX-PGR (Consolidated) (October 29 and 30, 2003).
Deposition of Daniel R. Fischel In Re: Irene Abrams, on behalf of herself and all others similarly situated v. Van
Kampen Funds, Inc., Van Kampen Investment Advisory Corp., Van Kampen Prime Rate Income Trust,
Howard Tiffen, Richard F. Powers III, Stephen L. Boyd, Dennis J. McDonnell and Jeffrey W. Maillet, in the
United States District Court for the Northern District of Illinois, Eastern Division, Case No. 01-C-7538
(October 21, 2003).
Deposition of Daniel R. Fischel In the Matter of Coram Healthcare Corp. and Coram, Inc., Debtors, In the
(October 13, 2003).
Testimony of Daniel R. Fischel In Re: Transcore Holdings, Inc. v. Rocky Mountain Mezzanine Fund II, LP;
Hanifen Imhoff Mezzanine Fund, LP; Moramerica Capital Corporation; and NDSBIC, LP and W. Trent
Ates and Fred H. Rayner, In Re: Jams Arbitration, Case No. 1410003193 (September 24, 2003).
Deposition of Daniel R. Fischel In Re: Transcore Holdings, Inc. v. Rocky Mountain Mezzanine Fund II, LP;
Hanifen Imhoff Mezzanine Fund, LP; Moramerica Capital Corporation; and NDSBIC, LP and W. Trent
Ates and Fred H. Rayner, In Re: Jams Arbitration, Case No. 1410003193 (May 13, 2003).
Deposition of Daniel R. Fischel In Re: AT&T Broadband Management Corporation v. CSG Systems, Inc.,
American Arbitration Association No. 77 181 00159 02 VSS (April 9, 2003).
Deposition of Daniel R. Fischel In Re: DaimlerChrysler AG Securities Litigation, in the United States District
Court for the District of Delaware, Civil Action No. 00-993-JJF (February 11 and 12, 2003).
Deposition of Daniel R. Fischel In Re: David T. Bard, Commissioner of Banking and Insurance for the State of
Vermont, as Receiver for Ambassador Insurance Company v. Arnold Chait, et al, in the United States
District Court for the District of New Jersey, Civil Action No. 85- 2441 (December 12, 2002).
Testimony of Daniel R. Fischel In Re: MHC Financing Limited Partnership, et al vs. City of San Rafael, et al, in
the United States District Court, Northern District of California, Case No. C 00-3785 VRW
(November 6, 2002).
Deposition of Daniel R. Fischel In Re: MHC Financing Limited Partnership, et al vs. City of San Rafael, et al, in
the United States District Court, Northern District of California, Case No. C 00-3785 VRW
(October 16, 2002).
Deposition of Daniel R. Fischel In Re: Maine Yankee Atomic Power Company v. United States of America, In
the United States Court of Federal Claims, Case No. 98-474 C (October 8 and 9, 2002)
Testimony of Daniel R. Fischel In Re: California Federal Bank, FSB v. The United States of America, In the
United States Court of Federal Claims, Case No. 92-138C (September 20 and 23, 2002).
Deposition of Daniel R. Fischel In Re: Maine Yankee Atomic Power Company v. United States of America, In
the United States Court of Federal Claims, Case No. 98-474 C (September 4 and 6, 2002).
A-18
Deposition of Daniel R. Fischel In the Matter of RDM Sports Group, Inc., et al v. Smith, Gambrell, Russell,
L.L.P.; et al, In the United States Bankruptcy Court for the Northern District of Georgia, Newnan Division,
Case No. 00-1065 (May 14 and 15, 2002).
Deposition of Daniel R. Fischel In Re: Walter B. Hewlett, individually and as Trustee of the William R. Hewlett
Revocable Trust, and Edwin E. van Bronkhorst as Co-Trustee of the William R. Hewlett Revocable Trust
v. Hewlett-Packard Company, in the Court of the Chancery of the State of Delaware in and for New Castle
County (April 24, 2002).
Deposition of Daniel R. Fischel In Re: California Federal Bank, FSB, v. The United States of America, in the
United States District Court of Federal Claims, Case No. 92-138C (April 16 and 17, 2002).
Deposition of Daniel R. Fischel In Re: Computer Associates Class Action Securities Litigation, in the United
States District Court, Eastern District of New York, File No. 98-CV-4839 (TPC) (MLO)
(March 19 and 20, 2002).
Deposition of Daniel R. Fischel In Re: United States of America v. David Blech, In the United States District
Court, Southern District of New York, Case No. S1 97 Cr. 402 (KTD) (February 13, 2002).
Testimony of Daniel R. Fischel In the Matter of Coram Healthcare Corp. and Coram, Inc., Debtors, In the
Deposition of Daniel R. Fischel In Re: Sunbeam Securities Litigation, In the United States District Court,
Southern District of Florida, Miami Division, Case No. 98-8258-CIV – Middlebrooks
(December 4, 5 and 6, 2001).
Affidavit of Daniel R. Fischel In Re: Jack M. Webb, Special Deputy Receiver for American Eagle Insurance
Company v. Elvis Mason, Mason Best Company, L.P., Don D. Hutson, American Eagle Group, Inc.,
Marion Phillip Guthrie, Frederick G. Anderson, George F. Cass, Richard M. Kurz, Patricia S. Pickard,
Arthur Andersen & Co., L.L.P., and Towers, Perrin Forester & Crosby, Inc., D/B/A Tillinghast, In the
District Court of Travis County, Texas, 201st Judicial District, Cause No. 99-08253 (September 7, 2001).
Declaration of Daniel R. Fischel In the Matter of Inquiry Concerning High-Speed Access to the Internet Over
Cable and Other Facilities: Before the Federal Communications Commission, Washington DC, GN
Docket No. 00-185, (Declaration with K. Arrow, G. Becker, D. Carlton, R. Gertner, J. Kalt, H. Sider, and
Gustavo Bamberger) (July 24, 2001).
Declaration of Daniel R. Fischel In Re: Walter Green, on behalf of himself and all others similarly situated v.
Merck-Medco Managed Care, L.L.C., United States District Court, Southern District of New York,
Civil Action No. 99 CIV 0847 (CLB) (June 18, 2001).
Testimony of Daniel R. Fischel In Re:Tyson Foods, Inc. and Lasso Acquisition Corporation v. IBP, Inc.,
Delaware Chancery Court, (May 25, 2001).
Deposition of Daniel R. Fischel In Re:Tyson Foods, Inc. and Lasso Acquisition Corporation v. IBP, Inc.,
Delaware Chancery Court, (May 10, 2001).
Deposition of Daniel R. Fischel In Re: Myron Weiner, Nicholas Sitnycky, Ronald Anderson and Robert Furman
on behalf of themselves and all others similarly situated v. The Quaker Oats Company and William D.
Smithburg, United States District Court, Northern District of Illinois, Case No. 98 C 3123,
(January 24, 2001).
Deposition of Daniel R. Fischel In Re: Retsky Family Limited Partnership v. Price Waterhouse, LLP, United
States District Court, Northern District of Illinois, Eastern Division, No. 97 C 7694, (October 31, 2000).
Joint Affidavit of Daniel R. Fischel and David J. Ross In Re: Floyd D. Wilson, for himself and all others similarly
situated v. Massachusetts Mutual Life Insurance Company, in the First Judicial District Court, County of
Santa Fe, State of New Mexico, No. D0101 CV-98-02814 (August 4, 2000).
A-19
Affidavit of Daniel R. Fischel In Re: T. Rowe Price Recovery Fund, L.P., and Carl Marks Management Co.,
L.P., individually and derivatively on behalf of Seaman Furniture Co., Inc. v. James Rubin, M.D. Sass
Associates, Inc., Resurgence Asset Management, L.L.C., M.D. Sass Corporation Resurgence Partners,
L.P. , M.D. Sass Corporate Resurgence International, Ltd., Robert Symington, Byron Haney, Alan
Rosenberg, Steven H. Halper, and Peter McGeough and Seaman Furniture Co., Inc., In the Court of
Chancery of the State of Delaware in and for New Castle County, C.A. No. 18013, (June 7, 2000).
Testimony of Daniel R. Fischel In Re: Bank United of Texas, FSB, et al., v. United States of America, United
States Court of Federal Claims, Case Number 95-437C, (October 12 and 14, 1999).
Deposition of Daniel R. Fischel In Re: Bank United of Texas, FSB, et al., v. United States of America, United
States Court of Federal Claims, Case Number 95-437C, (September 26, 1999; July 10, 1999; and
June 16, 17, 1999).
Testimony of Daniel R. Fischel In Re: C. Robert Suess, et al., v. The United States, United States Court of
Federal Claims, No. 90- 981C (May 17, 1999).
Testimony of Daniel R. Fischel In Re: Lexecon, Inc. v. Milberg Weiss Bershad Specthrie & Lerach, et al., in the
United States District Court, Northern District of Illinois Eastern Division, Case No. 92 C 7768
(March 8, 9, 10 and 15, 1999).
Testimony of Daniel R. Fischel In Re: California Federal Bank v. United States, in the United States Court of
Federal Claims, Case Number 92-138C, (February 4 and 11, 1999).
Deposition of Daniel R. Fischel In Re: California Federal Bank v. United States, in the United States Court of
Federal Claims, Case Number 92-138C, (February 6, 1999; January 27 and 30, 1999).
Deposition of Daniel R. Fischel In Re: C. Robert Suess, et al., v. The United States, United States Court of
Federal Claims, No. 90- 981C (October 27 and 28, 1998).
Deposition of Daniel R. Fischel In Re: Connector Service Corporation v. Jeffrey Briggs, United States District
Court, Northern District of Illinois, Eastern Division, No. 97-C-7088 (August 28, 1998).
Deposition of Daniel R. Fischel In Re: Statesman Savings Holding Corp., et al. v. United States of America,
United States Court of Federal Claims, Case No. 90-773C, (May 4, 1998 and February 12, 1998).
Testimony of Daniel R. Fischel In Re: Glendale Federal Bank FSB v. United States of America, United States
Court of Federal Claims, No. 90-772C, (March 24, 25 and 26, 1998; September 2, 3, 4, 5, 8, 9, 10, 11,
12, 24, 25, 26 and 27, 1997; October 7, 9, 16, 17, 30 and 31, 1997; December 8, 9 and 10, 1997).
Affidavit of Daniel R. Fischel and David J. Ross In Re: Publicis Communication v. True North Communications
Inc., et al., United States District Court, Northern District of Illinois, Eastern Division,
Case No. 97-C-8263, (December 7, 1997).
Deposition of Daniel R. Fischel In Re: Glendale Federal Bank FSB v. United States of America, United States
Court of Federal Claims, No. 90-772C, (August 27 and 28, 1997).
Testimony of Daniel R. Fischel In Re: AUSA Life Insurance Company, et al. v. Ernst & Young, in the United
States District Court, Southern District of New York, Master File No. 94 CIV. 3116 (CLB)
(July 7 and 8, 1997).
Deposition of Daniel R. Fischel In Re: Santa’s Best, f/k/a National Rennoc, an Illinois general partnership, and
Tinsel/Ruff Group Limited Partnership, an Illinois limited partnership v. Rennoc Limited Partnership, a
New Jersey limited parternship, v. Tinsel/Ruff Group Limited Parternship, an Illinois limited partnership, in
the Circuit Court of Cook, Illinois County Department - Chancery Division, No. 95 CH 12160,
(June 17, 1997).
Arbitration of Daniel R. Fischel In Re: Lerner v. Goldman Sachs, et. al., Before the American Arbitration
Association, 75-136-00090-94 (April 10, 1997).
Affidavit of Daniel R. Fischel In Re: Hilton Hotels Corporation and HLT Corporation v. ITT Corporation, United
States District Court, District of Nevada, CV-S-97-00095-PMP (RLH) (March 24, 1997).
Deposition of Daniel R. Fischel In Re: Glendale Federal Bank, FSB v. United States of America, Washington,
D.C., Case No. 90-772C, (March 19, 1997; January 30 and 31, 1997).
A-20
Deposition of Daniel R. Fischel In Re: Statesman Savings Holding Corporation v. United States of America,
Washington, D.C., Case No. 90-773-C, (February 19 and 20, 1997).
Testimony of Daniel R. Fischel In Re: Westcap Enterprises, Inc. and Westcap Corporation, Debtor; in the
United States Bankruptcy Court, for the Southern District of Texas, Houston Division, Houston, Texas;
Case No. 96-43191-H2-11, (November 1996).
Testimony of Daniel R. Fischel In Re: United States of America v. Robert R. Krilich, in the United States District
Court, Northern District of Illinois, Eastern Division, No. 94 CR 419, (August 20, 1996 and July 15, 1996)
Deposition of Daniel R. Fischel In Re: McMahan & Company, Froley, Revy Investment Co., Inc. and Wechsler
& Krumholz, Inc. v. Wherehouse Entertainment, Inc., Louis A. Kwiker, George A. Smith, Michael T.
O’Kane, Lawrence K. Harris, et al., United States District Court, Southern District of New York, Index
No. 88 Civ. 0321 (SS) (AJP), (July 16, 1996 and June 10, 1996).
Deposition of Daniel R. Fischel In Re: Joseph W. and Helen B. Teague, Steven Allen Barker, Rita Strahowski,
Swannee Beck, and Lifetime Partners of PTL, as representatives of a nationwide class consisting of
150,129 Lifetime Partners and of 27,839 persons who have partially paid for Lifetime Partnerships v.
James O. Bakker, in the United States District Court for the Western District of North Carolina,
Civil Action No. 3:87CV514, (June 28, 1996).
Deposition of Daniel R. Fischel In Re: Snapple Beverage Corporation Securities Litigation, in the United States
District Court, Eastern District of New York, Master File No. CV 94-3647 (May 30, 1996).
Testimony of Daniel R. Fischel In Re: Chuck Quackenbush, Insurance Commissioner of the State of California,
in his capacity as Trustee of Mission Insurance Company Trust, et al. v. Borg-Warner Corporation, Borg
Warner Equities Corporation, Borg-Warner Insurance Service, Inc., et al., for the Superior Court of the
State of California, for the County of Los Angeles, No. C688487 (April 18, 1996).
Deposition of Daniel R. Fischel In Re: Chuck Quackenbush, Insurance commissioner of the State of California,
in his capacity as Trustee of Mission Insurance Company Trust, et al. v. Borg-Warner Corporation, Borg
Warner Equities Corporation, Borg-Warner Insurance Service, Inc., et al., for the Superior Court of the
State of California, for the County of Los Angeles, No. C688487 (April 17, 1996).
Deposition of Daniel R. Fischel In Re: Household Commercial Financial Services, Inc. a citizen of the states of
Delaware and Illinois v. Julius Trump, a citizen of the State of Florida, Edmond Trump, a citizen of the
state of Florida, James M. Jacobson, a citizen of the State of New York, and Parker, Chapin, Flattau &
Klimpl, a citizen of the states of New York and New Jersey, in the United States District Court, for the
Northern District of Illinois Eastern Division, 92 C 5010 (February 1, 1996).
Deposition of Daniel R. Fischel In Re: JWP, Inc. Securities Litigation, in the United States District Court,
Southern District of New York, Master File No. 92 Civ. 5815 (CLB); AUSA Life Insurance Company, et al.
v. Ernst & Young, in the United States District Court, Southern District of New York, Master File
No. 94 Civ. 3116 (CLB) (November 30, 1995; November 9, 1995; October 18 and 19, 1995;
September 28, 1995).
Deposition of Daniel R. Fischel In Re: City of Houston Municipal Employees Pension System, a Texas
association v. PaineWebber Group Inc., et al., in the United States District Court, Eastern District of
Missouri, Eastern Division, No. 4:94CV0073CAS (November 15 and 16, 1995).
Testimony of Daniel R. Fischel In Re: American Continental Corporation/Lincoln Savings & Loan Securities
Litigation - Lexecon Inc. v. Milberg Weiss Bershad Hynes & Lerach and Kevin P. Roddy, in the United
States District Court, District of Arizona, Civ-93-1087-PHX-JMR (July 25 and 26, 1995).
Deposition of Daniel R. Fischel In Re: Keith C. Bogard, et al., v. National Community Bank Inc., et al., in the
United States District Court, District of New Jersey, No. 90-5-32 (HAA) (December 20, 1994).
Deposition of Daniel R. Fischel In Re: Harvey Rosen, Ben Rogers and Julie Rogers v. Deloitte & Touche, Elias
Zinn, Julius Zinn, Dennis Lamm, and Ronald Begnaud, in the 268th Judicial District Court, of Fort Bend
County, Texas, Cause No. 84-482 (November 9, 1994).
Testimony of Daniel R. Fischel In Re: PPM America, Inc., et al. v. Marriott Corporation et al., in the United
States District Court, for the District of Maryland, Civil Docket No. H-92-3068 (October 12, 1994).
A-21
Deposition of Daniel R. Fischel In Re: Browning-Ferris Industries, Inc., Securities Litigation, United States
District Court, for the Southern District of Texas, Houston Division, Civil Action H-903477
Testimony of Daniel R. Fischel In Re: Computer Associates International Inc. Securities Litigation, United
States District Court, Eastern District of New York, CV-90-2398 (JBW) (May 26 and 27, 1994).
Deposition of Daniel R. Fischel In Re: PPM America, Inc., et al. v. Marriott Corporation et al., United States
District, for the District of Maryland, H-92-3068 (May 10, 1994 and March 8, 1994).
Deposition of Daniel R. Fischel In Re: Securities and Exchange Commission v. Shared Medical Systems
Corporation, R. James Macaleer, James C. Kelly and Clyde M. Hyde, United States District Court, for the
Eastern District of Pennsylvania, Civil Action - Law: No. 91- CV-6549 (February 22, 1994).
Testimony of Daniel R. Fischel In Re: Peter M. Schultz and Pamela A. Schultz v. Rhode Island Hospital Trust
National Bank, N.A., et al., United States District Court, District of Massachusetts, Civil Action
No. 88-2870-T (February 16, 1994).
Deposition of Daniel R. Fischel In Re: Henry T. Endo, et al. v. John M. Albertine, et al., United States District
Court, Northern District of Illinois, Eastern Division, No. 88 C 1815 (November 11 and 12, 1993;
October 28, 1993).
Deposition of Daniel R. Fischel In Re: Computer Associates International Inc. Securities Litigation, United
States District Court, Eastern District of New York, CV 90-2398 (JBW) (November 2, 1993 and
February 4, 1993).
Affidavit of Daniel R. Fischel In Re: Peter M. Schultz and Pamela A. Schultz v. Rhode Island Hospital Trust
National Bank, N.A. et al., United States District Court, District of Massachusetts, Civil Action
No. SS-2870-T (October 28, 1993).
Deposition of Daniel R. Fischel In Re: Alpheus John Goddard, III, etc. v. Continental Bank N.A., etc., State of
Illinois, County of Cook, Circuit Court of Cook County, County Department- Chancery Division, No. 89
CH 1081 (September 10, 1993).
Deposition of Daniel R. Fischel In Re: Taxable Municipal Bond Section “G” Securities Litigation, United States
District Court, Eastern District of Louisiana, MDL No. 863 (September 2, 1993).
Reply Affidavit of Daniel R. Fischel In Re: Columbia Securities Litigation, United States District Court Southern
District of New York, 89 Civ. 6821 (LBS) (August 30, 1993).
Affidavit of Daniel R. Fischel In Re: Consumers Gas & Oil, Inc. v. Farmland Industries, Inc., et al., United States
District Court, for the District of Colorado, Civil Action No. 92-F-1394 (August 26, 1993).
Declaration of Daniel R. Fischel In Re: Equitec Rollup Litigation, United States District Court for the Northern
District of California, Master file No. C90 2064 CAL (July 28, 1993).
Deposition of Daniel R. Fischel In Re: United Telecommunications, Inc. Securities Litigation, United States
District Court for the District of Kansas, No. 90-2251-0 (July 22, 1993, April 21 and 22, 1993).
Deposition of Daniel R. Fischel In Re: Consumers Gas & Oil, Inc., a Colorado farm cooperative in liquidation,
on behalf of itself and others similarly situated v. Farmland Industries, Inc., a Kansas farm cooperative, et
al., United States District Court, District of Colorado, 92-F- 1394 (June 18, 1993).
Deposition of Daniel R. Fischel In Re. Rosalind Wells v. HBO & Company, United States District Court,
Northern District of Georgia, Atlanta Division, 8-87-CV-657A (JTC) (June 10, 1993 and May 24, 1993).
Deposition of Daniel R. Fischel In Re: Equitec Rollup Litigation, United States District Court, Northern District of
California, No. C-90-2064 CAL (June 2 and 3, 1993).
Supplemental Declaration of Daniel R. Fischel In Re: Oracle Securities Litigation, United States District Court,
Northern District of California, Master File No. C 90 0931 VRW (May 20, 1993).
Affidavit of Daniel R. Fischel and Kenneth R. Cone In Re: Raymond P. Hayden, et al. v. Jeffrey L. Feldman, et
al., United States District Court, Southern District of New York No. 88 Civ. 8048 (JES) (May 12, 1993).
A-22
Testimony of Daniel R. Fischel In Re: Melridge, Inc., Securities Litigation, United States District Court for the
District of Oregon, CV No. 87-1426-FR (May 4 and 5, 1993).
Declaration of Daniel R. Fischel In Re: Oracle Securities Litigation, United States District Court, Northern
District of California, Master File No. C 90 0931 VRW (April 20, 1993).
Deposition of Daniel R. Fischel In Re: Gillette Securities Litigation, United States District Court, District of
Massachusetts, No. 88-1858-K (April 1, 1993).
Affidavit of Daniel R. Fischel In Re: Columbia Securities Litigation, United States District Court, Southern
District of New York, 89 Civ. 6821 (LBS) (March 25, 1993).
Deposition of Daniel R. Fischel In Re: Westinghouse Securities Litigation, United States District Court, Western
District of Pennsylvania, CV No. 91 354 (March 23, 1993).
Declaration of Daniel R. Fischel In Re: Oracle Securities Litigation, United States District Court, Northern
District of California, Master File No. C 90-0931 VRW (March 22, 1993).
Deposition of Daniel R. Fischel In Re: Kroy, Inc., a Minnesota corporation et al. v. Bankers Trust New York
Corporation, et al., Superior Court of the State of Arizona in and for the County of Maricopa,
No. CV 89-35680 (March 18, 1993).
Deposition of Daniel R. Fischel In Re: Amos M. Ames, Helen M. Ames, Robert F. Bourke, Louise L. Bourke,
Leo E. Corr, April C. Corr, Wence M. Horak, Ruth Horak, Robert T. Freas, Maurita Freas, Bruce Fink, Jr.,
William H. Jones, Candace A. Jones, Richard Paul, William L. Paul, Carole Paul, Steven J. Paul, Best
Power Technology, Incorporated, and Best Power Technology Sales Corporation, in the State of
Wisconsin, Circuit Court, Juneau County, Consolidated Case Nos. 92-CV-31, 92-CV-32
(January 26, 1993).
Deposition of Daniel R. Fischel In Re: Federal Express Corporation Shareholder Litigation, in the United States
District Court, Western District of Tennessee, Master File No. 90-2359- 4B (December 3, 1992).
Deposition of Daniel R. Fischel In Re: Raymond Snyder, Individually and on behalf of all those similarly situated
v. Oneok, Inc., et al., in the United States District Court, Northern District of Oklahoma, Civil Action
No. 88 C 1500 E (October 15 and 16, 1992).
Deposition of Daniel R. Fischel In Re: Melridge, Inc. Securities Litigation, Consolidated Actions, United States
District Court, District of Oregon, Master File No. CV87-1426-JU and Nos. 387-06589-P11, 88-05-JU,
88-221-JU, 88-0699-PA, 88-1266-JU (September 17, 1992; July 25 and 26, 1991).
Deposition of Daniel R. Fischel In Re: Maxus Corporate Company v. Kidder, Peabody & Co. Incorporated,
Martin A. Siegel and Ivan F. Boesky, in the District Court Dallas County, Texas, 298th Judicial District,
No. 87-15583-M (September 11, 1992; August 18 and 19, 1992).
Deposition of Daniel R. Fischel In Re: Jennifer A. Florin and Alan L. Mundt, on behalf of themselves and all
others similarly situated v. Wesray Capital Corp., Citizens and Southern Trust Company, a subsidiary of
Citizens and Southern Corporation, Robert K. Barton, Leonard S. Gaby, Allen G. Lacoe, Robert A.
Magnusson, Anthony A. Saliture, Harlan B. Smith, Thomas F. Stutzman, Raymond G. Chambers, Frank
E. Richardson, E. Burke Ross, Jr., William E. Simon and Frank W. Walsh, Jr., in the United States
District Court, Western District of Wisconsin, Civil Action No. 91C-0948 (August 12, 1992).
Deposition of Daniel R. Fischel In Re: Pearl Newman, Shanna Lehmann & Athanasios Tsivelekidis, on their
own behalf and on behalf of all other persons similarly situated v. On- Line Software International, Inc.
Jack M. Berdy, John C. Crocker, Richard A. Granger, Richard R. Holtmeier, Michael S. Juceam, Edward J.
Siegel, Howard P. Sorgen and Richard Ward, United States District Court, District of New Jersey,
Consolidated Civil Action Nos. 88-3247, 88-3411 (July 28 and 29, 1992).
Deposition of Daniel R. Fischel In Re: Crazy Eddie Securities Litigation, Oppenheimer-Palmieri Fund, I.P., et al.
v. Peat Marwick Main & Co., et al., United States District Court for the Eastern District of New York,
87 Civ. 0033 (EHN), 88 Civ. 3481 (EHN) (June 11, 1992; March 26 and 27, 1992).
Testimony of Daniel R. Fischel In Re: American Continental Corporation/Lincoln Savings and Loan Securities
Litigation, in the United States District Court, for the District of Arizona MDL Docket No. 834
(June 4, 1992; May 26, 27 and 28, 1992).
A-23
Testimony of Daniel R. Fischel In Re: State of West Virginia v. Morgan Stanley & Co. Incorporated, in the
Circuit Court of Kanawha County, State of West Virginia, Civil Action No. 89-C-3700 (April 27, 1992).
Affidavit of Daniel R. Fischel In Re: William Steiner, on behalf of himself and all others similarly situated v.
Tektronix, Inc., et al., in the United States District Court, District Court of Oregon, Civil No. 90-587-JO
(March 23, 1992).
Deposition of Daniel R. Fischel In Re: Martin Kaplan and Selma Kaplan, on Behalf of Themselves and All
Others Similarly Situated v. VICORP Restaurants, Inc., Charles R. Frederickson, Robert S. Benson,
Emerson B. Kendall, Robert T. Marto and Johyn C. Hoyt, United States District Court, District of
Colorado, Civil Action No. 90-C-2182 (February 11, 1992).
Deposition of Daniel R. Fischel In Re: Interco Incorporated v. Wasserstein, Perella & Co., Inc., United States
District Court, Eastern District of Missouri, Eastern Division, No. 91-0151-C- 6 (February 3, 1992 and
December 12, 1991).
Statement of Daniel R. Fischel In Re: Far West Federal Bank, S.B., et al. v. Director, Office of Thrift
Supervision, et al., United States District Court for the District of Oregon, Civil Action No. 90-103 PA
(February 3, 1992).
Deposition of Daniel R. Fischel In Re: Capital Bank of California v. Morgan Stanley & Co., Incorporated, United
States District Court, Central District of California, No. 91-1650-R (January 24, 1992).
Deposition of Daniel R. Fischel In Re: Trinity Ventures, et al. v. Federal Deposit Insurance Corporation, in its
own capacity and as successor to the Federal Savings and Loan Insurance Corporation, United States
District Court, for the District of Oregon, No. 90-103- PA (January 6, 1992).
Deposition of Daniel R. Fischel In Re: First Republicbank Securities Litigation, United States District Court,
Northern District of Texas, Dallas Division, Civil Action No. 3-88-0641-H (January 2, and 3, 1992;
November 26, 1991).
Deposition of Daniel R. Fischel In Re: State of West Virginia v. Morgan Stanley & Co. Incorporated; Salomon
Brothers Inc.; and Goldman Sachs & Co., in the Circuit Court of Kanawha County, State of West Virginia,
Civil Action No. 89-C-3700 (December 19 and 20, 1991).
Deposition of Daniel R. Fischel In Re: The Regina Company, Inc. Securities Litigation, United States District
Court, District of New Jersey, Civil Action No. 88-4149 (HAA) (October 31, 1991).
Affidavit of Daniel R. Fischel In Re: Gillette Securities Litigation, United States District Court, District of
Massachusetts, Civil Action No. 88-1858-K (October 7, 1991)
Deposition of Daniel R. Fischel In Re: Capital Maritime Corporation v. Amfels, Inc., Far East Levingston
Shipbuilding Ltd., John B. Allison and Patrick A. McDermid, United States District Court for the Southern
District of Texas Houston Division, C.A. No. H-90-3417 (September 12, 1991).
Deposition of Daniel R. Fischel In Re: Thomas J. Caldarone, Jr. v. Isidore Brown, et al., and John E.
Washburn, et al. v. Isidore Brown, et al., United States District Court, Northern District of Illinois, Eastern
Division, Docket Nos. 80 C 6251 and 81 C 1475 (August 28, 29, and 30, 1991).
Testimony of Daniel R. Fischel In Re: Apple Securities Litigation, United States District Court, Northern District
of California, Northern Division, Docket No. C-84-20148 (May 20 and 21, 1991).
Testimony of Daniel R. Fischel In Re: The Stuart-James Co., Inc., et al. Litigation, United States of America
before the Securities & Exchange Commission, in Denver, Colorado, Administrative Proceeding File
No. 3-7164 (May 6, 1991).
Deposition of Daniel R. Fischel In Re: Jennie Farber on behalf of herself and all others similarily situated v.
Public Service Company of New Mexico; Jerry D. Geist; John P. Bundrant and Albert J. Robison, United
States District Court for the District of New Mexico, CIV 89-456 JB WWD (April 17 and 18, 1991).
Affidavit of Daniel R. Fischel In Re: Moise Katz, Frederick Rand, Elias Weissman, Richard D. Morgan, Marion
R. Morgan and Mortimer Schulman v. Raymond A. Hay, United States District Court, Southern District of
New York, No. 86 Civ. 5640 (JES) (March 29, 1991).
A-24
Deposition of Daniel R. Fischel In Re: Standard Chartered PLC., a United Kingdom corporation, et al. v. Price
Waterhouse, a general partnership, Superior Court of the State of Arizona, in and for the County of
Maricopa, CV 88-34414 (March 13 and 14, 1991).
Affidavit of Daniel R. Fischel In Re: United States of America v. AVX Corporation, and Commonwealth of
Massachusetts v. AVX Corporation, United States District Court, District of Massachusetts, Civil Action
Nos. 83-3882-Y and 83-3899-Y (January 29, 1991).
Deposition of Daniel R. Fischel In Re: Apple Computer Securities, United States District Court Northern District
of California, San Jose Division, No. C-84-20148 (a) JW (December 13 and 14, 1990).
Deposition of Daniel R. Fischel In Re: Polycast Technology Corporation, and Uniroyal Plastics Acquisition
Corp. v. Uniroyal, Inc., et al., United States District Court Southern District of New York, No. 87 Civ. 3297
(December 6, 1990 and November 28, 1990).
Deposition of Daniel R. Fischel In Re: Ellen Rudd, on behalf of herself and all others similarly situated, and
Mayer Corporation on behalf of themselves, and all others similarly situated, and Louis Brandt, and Israel
Baker, Jay R. Kuhne, Pininfarina Corp., and American Transfer Co., on behalf of themselves and all
others similarly situated v. Kirk Kerkorian, et al., Superior Court of the State of California, County of Los
Angeles, Nos. CA 000980, CA 000981, CA 001017, CA 620279 (June 21, 1990).
Testimony of Daniel R. Fischel In Re: City of San Jose v. Paine, Webber, Jackson & Curtis, Incorporated, et al.,
and related counter- and Third-Party Claims, United States District Court, Northern District, No. C-84-
20601 RPA (May 23 and 24, 1990).
Deposition of Daniel R. Fischel In Re: City of San Jose v. Paine, Webber, Jackson & Curtis, Incorporated, et
al., and related counter- and Third-Party Claims, United States District Court, Northern District,
No. C-84-20601 RPA (May 22, 1990), No. RPA 84-20601 (November 16, 1989 and September 8, 1989).
Testimony of Daniel R. Fischel In Re: Kulicke and Soffa Industries, Inc. Securities Litigation, United States
District Court for the Eastern District of Pennsylvania, No. 86-1656 (March 20 and 21, 1990).
Deposition of Daniel R. Fischel In Re: Kulicke and Soffa Industries, Inc. Securities Litigation, United States
District Court for the Eastern District of Pennsylvania, No. 86-1656 (March 9, 1990;
December 19 and 21, 1989).
Affidavit of Daniel R. Fischel In Re: Viacom International Inc. v. Carl C. Icahn, et al., v. Ralph M. Baruch, et al.,
United States District Court, Southern District of New York, No. 86 Civ. 4215 (RPP) (March 8, 1990).
Deposition of Daniel R. Fischel In Re: Technical Equities Coordination Litigation, Superior Court of the State of
California for the County of Santa Clara, Master File No. 1991, Santa Clara County Superior No. 600306
(March 1, 1990).
Deposition of Daniel R. Fischel In Re: Amalgamated Clothing and Textile Workers Union, AFL- CIO, et al. v.
David A. Murdock, et al., United States District court for the Central District of California,
No. CV-86-6410 IH (February 8, 1990).
Deposition of Daniel R. Fischel In Re: Connecticut National Life Insurance Company, et al. v. Peter A. Sprecher
and Laventhol & Horwath, United States District Court, Central District of California,
No. CV 87-1945 WJR (Tx) (January 30, 1990).
Deposition of Daniel R. Fischel In Re: Consolidated Capital Securities Litigation, United States District Court,
Northern District of California, No. C-85-7332 AJZ (January 22, 1990).
Declaration of Daniel R. Fischel In Re Plaintiffs’ Damages in Re: Liquidity Fund, et al. v. Southmark
Corporation, et al. in the Superior Court of the State of California for the County of San Mateo,
No. 332435 (January 18, 1990).
Deposition of Daniel R. Fischel In Re: Norman Kamerman, Shirley Brown, Edward Rosen, Lexim Investors
Corp., and Dohsa Anstalt, on behalf of themselves and all others similarly situated, and Barnett Stepak v.
Saul Steinberg, Reliance Group Holdings, Inc., Reliance Group, Inc., Reliance Financial Services corp.,
and Reliance Insurance Company, United States District Court, Southern District of New York,
No. 84 Civ. 4440 (September 13, 1989).
A-25
Affidavit of Daniel R. Fischel In Re: Edward A. Taylor, et al. v. A. O. Smith Corporation et al., Circuit Court for
Lincoln County, Tennessee, No. 098-84 (August 11, 1989).
Deposition of Daniel R. Fischel In Re: Container Products Inc. v. Pace Industries, United States District Court,
Southern District of New York, No. 88-CIV. 3549 (KMW) (July 19, 1989).
Deposition of Daniel R. Fischel In Re: Joseph B. Moorman, et al. v. Southmark Corporation, et al., Liquidity
Fund, et al. v. Southmark Corporation, et al., Superior Court of the State of California for the County of
San Mateo, Nos. 322135 and 332435 (July 11, 1989).
Testimony of Daniel R. Fischel In Re: Tessie Wolfson, et al. v. Frederick S. Hammer, and Meritor Financial
Group, United States District Court for the Eastern District of Pennsylvania, Civil Action No. 87-8471
(June 20, 1989).
Deposition of Daniel R. Fischel In Re: Richard J. Heckmann, et al. v. C. L. Ahmanson, et al., and Consolidated
Cases, Superior Court of the State of California for the County of Los Angeles, Nos. CA000851 and
C642081 (June 8, 1989).
Deposition of Daniel R. Fischel In Re: Tessie Wolfson, et al. v. Frederick S. Hammer, United States District
Court for the Eastern District of Pennsylvania, Civil Action No. 87-8472 (May 11, 1989).
Testimony of Daniel R. Fischel In Re: Tessie Wolfson, et al. v. Frederick S. Hammer, United States District
Court for the Eastern District of Pennsylvania, Civil Action No. 87-8472 (April 13, 1989).
Deposition of Daniel R. Fischel In Re: National Union Fire Insurance Company of Pittsburgh, PA v. Wells Fargo
Bank, N.A., District Court of Harris County, Texas, 125th Judicial District, No. 88-49246
(April 10 and 11, 1989).
Deposition of Daniel R. Fischel In Re: Susan Rothenberg, as Custodian for Stephen J. Rothenberg v. Charles
E. Hurwitz, United Financial Corporation, United Savings Association of Texas, et al., United States
District Court for the Southern District of Texas, Houston Division, Civil Action No. H-86-1435
(March 30, 1989).
Deposition of Daniel R. Fischel In Re: Jose Nodar, et al. v. William Weksel, Albert Bromberg, Henry B. Turner,
IV, Frank L. Bryant, Leo Kuperschmid, Bennett S. Lebow, Ernst & Whinney and Oppenheimer & Co.,
Inc., United States District Court, Southern District of New York, No. 84 Civ. 3870 (VLB) and
consolidation case No. 84 Civ. 5132 (VLB) (December 15 and 16, 1988).
Deposition of Daniel R. Fischel In Re: William Steiner, et al. v. Whittaker Corporation, et al., Superior Court of
the State of California for the County of Los Angeles, No. CA000817 (December 7, 1988).
Deposition of Daniel R. Fischel In Re: Arnold I. Laven, et al. v. Western Union Corporation, et al., United States
District Court for the District, Western District of Washington, MDL No. 551 (August 30 and 31, 1988).
Deposition of Daniel R. Fischel In Re: Washington Public Power Supply System Securities Litigation, United
States District Court, Western District of Washington, MDL No. 551 (August 16 and 22, 1988).
Affidavit of Daniel R. Fischel In Re: District Business Conduct Committee for District No. 3 v. Blinder, Robinson
& Company Inc., et al., National Association of Securities Dealers, Inc. National Business Conduct
Committee, Complaint No. DEN-666 (July 21, 1988).
Deposition of Daniel R. Fischel In Re: Joseph Seidman, et al. v. Stauffer Chemical Company, et al, United
States District Court for the District of Connecticut, No. B 84-543 (TFGD) (June 10, 1988 and
May 5, 1987).
Deposition of Daniel R. Fischel In Re: Edlin Cattle Co., Inc., and James Edlin v. A. O. Smith Harvestore
Products, Inc., et al., United States District Court for the Northern District of Texas, Amarillo Division, No.
CA-2-86-0122 (May 12, 1988).
Deposition of Daniel R. Fischel In Re: MicroPro Securities Litigation, United States District Court for the
Northern District of California, No. C-85-7428-EFL (A) (May 2, 1988).
Affidavit of Daniel R. Fischel In Re: Pizza Time Theatre Securities Litigation, United States District Court for the
Northern District of California, Civil File No. 84-20048-(A)-RPA (March 25, 1988).
A-26
Affidavit of Daniel R. Fischel and Robert A. Sherwin In Re: First National Bank of Louisville v. Brooks Farms,
and George C. Brooks, et al., Third-Party Plaintiffs v. A. O. Smith Corporation, et al., Circuit Court for
Maury County, Tennessee, No. 2058 (March 3, 1988).
Testimony of Daniel R. Fischel In Re: Nucorp Energy Securities Litigation, United States District Court for the
Southern District of California, M.D.L. 514 (March 15, 16, 17, and 18, 1988).
Deposition of Daniel R. Fischel In Re: Nucorp Energy Securities Litigation, United States District Court for the
Southern District of California, M.D.L. 514 (January 27, 1988).
Deposition of Daniel R Fischel In Re: Anheuser-Busch Companies, Inc. v. W. Paul Thayer, et al., United States
District Court for the Northern District of Texas, Dallas Division, No. CA- 3-85-0794-R (January 21, 1988;
December 4, 1987; and November 5, 1987).
Testimony of Daniel R. Fischel In Re: Securities and Exchange Commission v. First City Finance Corporation
Ltd., and Marc Belzberg, United States District Court for the District of Columbia, Civil Action No. 86-2240
Testimony of Daniel R. Fischel In Re: The Irvine Company v. Athalie Irvine Smith and Athalie R. Clarke,
Trustee, State of Michigan Circuit Court for the county of Oakland, Civil Action No. 8327011-CZ
(December 14, 15, and 16, 1987).
Deposition of Daniel R. Fischel In Re: Securities and Exchange Commission v. First City Finance Corporation,
Ltd. and Marc Belzberg, United States District Court for the District of Columbia, Civil Action No. 86-2240
Affidavit of Daniel R. Fischel In Re: Gerald D. Broder and Constance D. Broder v. Alphonse H. Bellac and
William B. Weinberger v. Combustion Equipment Associates, Inc., et al., and William B. Weinberger v.
Coopers & Lybrand, United States District Court for the Southern District of New York,
80 CIV 6175 (CES), 80 CIV 6839 (CES), 84 CIV 8217 (CES) (July 22, 1987).
Deposition of Daniel R. Fischel In Re: The Irvine Company v. Athalie Irvine Smith and Athalie R. Clarke,
Trustee, State of Michigan, Circuit Court for the County of Oakland, Civil Action No. 83270011-CZ
(June 1, 1987).
Deposition of Daniel R. Fischel In Re: Fortune Systems Securities Litigation, United States District for the
Northern District of California, Master File No. 83-3348A-WHO (May 7, 1987).
Deposition of Daniel R. Fischel In Re: Victor Technologies Securities Litigation, United States District Court for
the Northern District of California, Master File No. C-83-3906(A)-RFP (FW) (January 8, 1987 and
October 30, 1986).
Reply Declaration of Daniel R. Fischel in Support of the Motion by the Activision Defendants for Summary
Judgment In Re: Activision Securities Litigation, United States District Court for the Northern District of
California, Master File No. C-83-4639(A)-MHP (October 27, 1986).
Testimony of Daniel R. Fischel In Re: NVHomes, L.P. v. Ryan Homes, Inc.; and Ryan Homes, Inc. v.
NVHomes, L.P., et al., United States District Court for the Western District of Pennsylvania, Civil Action
No. 86-2139 (October 24, 1986).
Supplemental Affidavit of Daniel R. Fischel In Re: NVHomes, L.P. v. Ryan Homes, Inc.; and Ryan Homes, Inc.
v. NVHomes, L.P. and NVAcquisition L.P., et al., United States District Court the Western District of
Pennsylvania, Civil Action No. 86-2139 (October 24, 1986).
Affidavit of Daniel R. Fischel in Support of the Motion by the Activision Defendants for Summary Judgment In
Re: Activision Securities Litigation, United States District Court for the Northern District of California,
Master File No. C-86-2139 (October 20, 1986).
Declaration of Daniel R. Fischel in Support of the Motion by the Activision Defendants for Summary Judgment
In Re: Activision Securities Litigation, United States District Court for the Northern District of California,
Master File No. C-83-4639(A)-MHP (October 2, 1986).
Affidavit in Support of Defendants Motion for Summary Judgment In Re: MCorp Securities Litigation, United
States Court for the Southern District of Texas, Civil Action No. H-85- 5894 (September 25, 1986).
A-27
Deposition of Daniel R. Fischel In Re: Activision Securities Litigation, United States District Court for the
Northern District of California, No. C 83 4639 (August 18 and 19, 1986).
Deposition of Daniel R. Fischel In Re: John Mancino v. James A. McMaqhan, et al., United States District Court
for the Northern District of California, Civil No. C-84-0407-TEH (August 14, 1986).
Testimony of Daniel R. Fischel In Re: Charles W. Leigh, et al. and George Johnson, et al. v. Clyde William
Engle, et al., United States District Court for the Northern District of Illinois, Eastern Division,
Case No. 78 C 3799 (August 1, 1986).
Reply Affidavit of Daniel R. Fischel In Re: The Amalgamated Sugar Company v. NL Industries, United States
District Court for the Southern District of New York, 86 Civ. 5010 (VLB) (July 28, 1986).
Affidavit of Daniel R. Fischel In Re: The Amalgamated Sugar Company v. NL Industries, United States District
Court for the Southern District of New York, 86 Civ. 5010 (VLB) (July 18, 1986).
Deposition of Daniel R. Fischel In Re: Charles W. Leigh, et al. and George Johnson, et al. v. Clyde William
Engle, et al., United States District Court for the Northern District of Illinois, Eastern Division,
Case No. 78 C 3799 (July 1, 1986).
Deposition of Daniel R. Fischel In Re: Seafirst Corporation v. William M. Jenkins, et al.; and Seafirst
Corporation v. John R. Boyd, et al., United States District Court for the Western District of Washington at
Seattle, Case No. C83-771R (February 27, 1986).
Deposition of Daniel R. Fischel In Re: Kreindler v. Sambo’s Restaurants, Inc., United States District Court for
the Southern District of New York, Case No. 79 Civ. 4538 (December 17, 1985).
Affidavit of Daniel R. Fischel In Re: United States of America v. S. Richmond Dole and Clark J. Matthews II
(March 19, 1985).
Deposition of Daniel R. Fischel In Re: Craig T. McFarland, et al. v. Memorex Corporation, United States District
Court for the Northern District of California, No. C 79-2926-WAI, C 79-2007-WAI, C 79-241-WAI
(February 26, 1985; January 29 and 30, 1985).
Testimony of Daniel R. Fischel In Re: Robert J. Lawrence v. Grumman Corp. Pension Plan, et al., United
States District Court for the Eastern District of New York, No. CV-81-3530 (December 19, 1983).
Testimony of Daniel R. Fischel In Re: Telvest, Inc. v. Junie L. Bradshaw, et al. and American Furniture
Company, United States District Court, for the Eastern District of Virginia Richmond Division,
No. CA-79-0722-R (December 4, 1981).
OTHER ACTIVITIES
Member, American Economic Association, American Finance Association.
Former Member of the Board of Overseers of the Becker-Friedman Institute at the University of Chicago.
Former Advisor to the Harvard Program on Corporate Governance at Harvard University.
Former Member, Board of Directors, Center for the Study of the Economy and the State.
Former Member, Mid-America Institute Task Force on Stock Market Collapse.
Have acted as a consultant and/or advisor to the New York Stock Exchange, the National Association of
Securities Dealers, the Chicago Board of Trade, the Chicago Board Options Exchange, the Chicago Mercantile
Exchange, the New York Mercantile Exchange, the Federal Trade Commission, the Department of Labor, the
Securities and Exchange Commission, the Canadian Securities and Exchange Commission, the United States
Department of Justice, the Federal Deposit Insurance Corporation, the Resolution Trust Corporation, the
Federal Housing Finance Agency, and the Office of Thrift Supervision.
Referee, Journal of Financial Economics, Journal of Law and Economics, Journal of Legal Studies.
Participant and speaker at multiple conferences on the Economics of Corporate, Securities and Commodities
Law and the Regulation of Financial Markets.
A-28
Former Chairman, American Association of Law Schools’ Section on Law and Economics.
A-29
APPENDIX B
Materials Relied Upon

Expert Reports
Expert Report of Matthew D. Cain, Ph.D., February 15, 2024 and Backup Materials
Legal Documents
In Re Bed Bath & Beyond Corporation Securities Litigation, Case No. 1:22-cv-02541-TNM,
Second Amended Class Action Complaint, January 30, 2023
Memorandum Opinion, July 27, 2023
Lead Plaintiff’s Motion for Class Certification and Appointment of Class Representative
and Class Counsel, February 15, 2024
Academic Literature and Practitioner Publications
Adair, Troy and John R. Nofsinger, Foundations of Investments (Cengage 2024)

Beneish, M.D., C.M.C. Lee, and D.C. Nichols, “In short supply: Short-sellers and stock returns,”
60 Journal of Accounting and Economics (2015)
Berk, Jonathan and Peter DeMarzo, Corporate Finance, 5th Ed. (Pearson 2020)
Bodie, Zvi, Alex Kane, and Alan J. Marcus, Investments, 10th Ed. (McGraw-Hill Education
2014)
Chen, Sipeng and Gang Li, “Why does option-implied volatility forecast realized volatility?
Evidence from news events,” 156 Journal of Banking and Finance (2023)
Costola, Michele, Matteo Iacopini, and Carlo R.M.A. Santagiustina, “On the ‘mementum’ of
meme stocks,” 207 Economics Letters (2021)
Engelberg, Joseph E., Adam V. Reed, and Matthew C. Ringgenberg, “Short-Selling Risk,” 73
The Journal of Finance (2018)
Fabozzi, Frank J., Short Selling Strategies, Risks, and Rewards, 2nd Ed. (John Wiley & Sons
2004)
Fama, Eugene F., et al., “The Adjustment of Stock Prices to New Information,” 10 International
Economic Review (1969)
B-1
APPENDIX B

Feinstein, Steven and O. Miguel Villanueva, “Securities Litigation Event Studies in the Covid
Volatility Regime,” Journal of Forensic Economics (2022)
Fischel, Daniel R., “Use of Modern Finance Theory in Securities Fraud Cases Involving Actively
Traded Securities,” 38 The Business Lawyer (1982)
Gold, Kevin L., Eric Korman, and Ahmer Nabi, “Federal Securities Acts and Areas of Expert
Analysis,” in Litigation Services Handbook: The Role of the Financial Expert, 6th Ed.,
Weil, Roman L. et al., eds. (John Wiley & Sons 2017)
Harris, Larry, Trading and Exchanges – Market Microstructure for Practitioners (Oxford
University Press 2003)
Henderson, Jr., Glenn V., “Problems and Solutions in Conducting Event Studies,” 57 The Journal
of Risk and Insurance (1990)
Jones, Charles M. and Owen A. Lamont, “Short-sale constraints and stock returns,” 66 Journal
of Financial Economics (2002)
Kothari, Sagar P., and Jerold B. Warner, “Econometrics of Event Studies,” in Handbook of
Empirical Corporate Finance (Elsevier 2007)
Lamont, Owen A. and Richard H. Thaler, “Can the Market Add and Subtract? Mispricing in Tech
Stock Carve-Outs,” 111 Journal of Political Economy (2003)
MacKinlay, A. Craig., “Event Studies in Economics and Finance,” 35 Journal of Economic

Literature (1997)
Mankiw, N. Gregory, Principles of Economics, 8th Ed. (Cengage Learning 2018)
Mendenhall, William, James E. Reinmuth and Robert J. Beaver, Statistics for Management and
Economics (Duxbury Press 1993)
Miller, Edward M., “Risk, Uncertainty, and Divergence of Opinion,” 32 The Journal of Finance
(1977)
Peterson, Pamela P., “Event Studies: A Review of Issues and Methodology,” 28 Quarterly
Journal of Business and Economics (1989)
Putniņŝ, Talis J., “Market Manipulation: A Survey,” 26 Journal of Economic Surverys (2012)
Ramachandran, Lakshmi Shankar and Jitendra Tayal, “Mispricing, short-sale constraints, and the
cross-section of option returns,” 141 Journal of Financial Economics (2021)
Schwert, G. William, “Using Financial Data to Measure Effects of Regulation,” 24 The Journal
of Law and Economics (1981)
B-2
APPENDIX B

Tabak, David I. and Frederick C. Dunbar, “Materiality and Magnitude: Event Studies in the
Courtroom,” in Litigation Services Handbook, 3rd Ed., Weil, Roman L. et al., eds. (John
Wiley & Sons 2001)
Public Documents
“PetSmart’s Latest Bite at E-Commerce: Chewy.com,” Wall Street Journal, April 18, 2017, 8:37
PM ET
“GameStop Rises on Investor’s Plan to Make It an Amazon Rival,” Bloomberg, September 21,
2020, 7:22 PM ET
“What Exactly Is a Short Squeeze?” Kiplinger.com, January 28, 2021

“Here’s What Investment Gurus Including Michael Steinhardt And Jeremy Siegel Say About The
Meme Stock Bubble,” Forbes, January 31, 2021, 10:22 AM ET
“When Will The Ride End? Analyzing GameStop Short Squeeze By Looking At History,”
Seeking Alpha, February 1, 2021, 10:35 AM ET
“Nobel winner Eugene Fama on GameStop, market bubbles and why indexing is king,”
MarketWatch, March 3, 2021, last updated at 2:01 PM ET
“Bed Bath & Beyond Stock Slumps as CEO Steps Down and Loss Wilder Than Expected,” Dow
Jones Institutional News, June 29, 2022, 7:50 AM ET
“Bed Bath & Beyond shares soar 30%+ amid suspected short-squeeze,” Seeking Alpha, August
5, 2022, 12:01 PM ET
“Bed Bath & Beyond jumps as retail investors chase highly shorted stocks,” Reuters News,
August 8, 2022, 11:01 AM ET
“Bed Bath & Beyond Stock Is Flying. Thank the Meme Trade,” Barron’s Online, August 8, 2022,
3:57 PM ET
“Post-Pandemic Meets Postwar Era on a Blind Curve: John Authers,” Bloomberg Opinion,
August 9, 2022, 12:37 AM ET
“Meme-Stock War Is Hedge Fund Versus Hedge Fund: Jared Dillian,” Bloomberg Opinion,
August 10, 2022, 8:30 AM ET
“Winning bets? Meme stock frenzy of 2021 makes a return,” The Guardian, August 13, 2022,
3:01 AM ET
B-3
APPENDIX B

“Meme Stocks Phenomenon: Bed, Bath and Beyond & other stocks that more than doubled
money in quick-time,” Financial Express Online, August 13, 2022, 8:50 AM ET
“DISTRESSED DAILY: Memestock Traders Help Bed Bath & Beyond Bonds,” Bloomberg First
Word, August 18, 2022, 8:13 AM ET
“Bed Bath & Beyond success College kid’s $110M ‘meme stock’ win,” New York Post, August
19, 2022, 10:19 AM ET
“What the Bed Bath & Beyond Trade Says About Meme Stocks – Barrons.com,” Dow Jones
Institutional News, August 19, 2022, 1:52 PM ET
“UPDATE 3-Bed Bath & Beyond files for bankruptcy protection after long struggle, begins
liquidation sale,” Reuters, April 23, 2023, 7:12 AM ET
SEC Filings
Bed Bath & Beyond Form 10-K for the Fiscal Year Ended February 26, 2022
Bed Bath & Beyond Form 10-Q for the quarterly period ended May 28, 2022
Bed Bath & Beyond Form 10-Q for the quarterly period ended August 27, 2022
Bed Bath & Beyond Form 8-K, March 25, 2022

Bed Bath & Beyond Form 8-K, June 29, 2022
Bed Bath & Beyond Schedule 14A, June 1, 2022
Bed Bath & Beyond Form 12b-25, April 26, 2023
RC Ventures Schedule 13D, March 7, 2022

RC Ventures Schedule 13D, Amendment No. 1, March 25, 2022
RC Ventures Schedule 13D, Amendment No. 2, August 16, 2022
RC Ventures Schedule 13D, Amendment No. 3, August 18, 2022
RC Ventures Form 3, August 15, 2022

RC Ventures Form 144, August 16, 2022
Industry and Analyst Reports
DeRosa, David, “Bursting the Bubble. Rationality in a Seemingly Irrational Market,” CFA
Institute Research Foundation (2021)
B-4
APPENDIX B

“Maintain Sell Rating As Meme Stock Short Squeeze Doesn’t Alter Fundamental View,” Loop
Capital, August 12, 2022
Websites and Online Forum Posts
“Biography – Ryan Cohen,” available at https://investor.gamestop.com/board-member/ryan-

cohen (accessed May 17, 2024)
CNBC, Twitter Post, August 12, 2022, 7:04 AM ET, available at

https://twitter.com/CNBC/status/1558046723053953025 (accessed May 17, 2024)
Ryan Cohen, Twitter Post, August 12, 2022, 10:42 AM ET, available at
https://twitter.com/ryancohen/status/1558101541453795329?lang=en (accessed May 17,
2024)
2022-08-05 08:59:09 ET WallStreetBets Subreddit post by user: Piano-Calm (accessed May 17,
2024)
2022-08-05 09:14:11 ET WallStreetBets Subreddit post by user: lil_Dik_ThRoBn_stock

(accessed May 17, 2024)
2022-08-06 00:29:27 ET WallStreetBets Subreddit post by user: [deleted user] (accessed May
17, 2024)
2022-08-06 19:52:40 ET WallStreetBets Subreddit post by user: hitpopking (accessed May 17,
2024)
2022-08-12 16:02:58 ET WallStreetBets Subreddit post by user: NitrousXpress (accessed May
17, 2024)
2022-08-12 19:10:51 ET WallStreetBets Subreddit post by user: spicy_chimp5 (accessed May
17, 2024)
2022-08-18 16:46:54 ET WallStreetBets Subreddit post by user: BIRDZILLA26 (accessed May

17, 2024)
B-5
APPENDIX B

News and Analyst Report Searches
Bloomberg search for articles tagged with equity ticker BBBY, August 1, 2022 - August 19, 2022
Factiva search for articles using the following search criteria: (bbby or (bed w/1 bath w/2
beyond)), August 1, 2022 – August 12, 2022
Factiva search for articles with the following search criteria: ((bbby or (bed w/1 bath w/2
beyond)) and cohen and (tweet* or twitter), August 12, 2022 – August 19, 2022
Seeking Alpha articles for the ticker BBBY, August 1, 2022 – August 12, 2022
Capital IQ search for analyst reports on Bed Bath & Beyond, August 1, 2022 – August 19, 2022
Factset search for analyst reports on Bed Bath & Beyond, August 1, 2022 – August 19, 2022
LSEG search for analyst reports on Bed Bath & Beyond, August 1, 2022 – August 19, 2022
Data Sources
Bloomberg L.P.
Factiva
Nasdaq FIS Astec Analytics Short Interest Lending Data (SLD)

Tick Data, LLC
U.S. Stock and Index Databases © 2024 Center for Research in Security Prices (CRSP), The
University of Chicago Booth School of Business
All other data and documents referenced in this report.
B-6
EXHIBIT 2
Page 1
1 IN THE DISTRICT COURT

2
3 _________________________
:
4 IN RE BED BATH & BEYOND :
CORPORATION SECURITIES : Case No.
5 LITIGATION : 1:22-cv-02541-TNM
_________________________:
6
7
8
9 Friday, May 10, 2024
10
30(b)(6) Video Deposition of DAVID
11
BRATYA, taken at the Law Offices of Williams &
12
Connolly, LLP, 680 Maine Avenue SW, Washington,
13
DC, beginning at 9:04 a.m., EDT, with the a.m.
14
court reporter, Ryan K. Black, RPR, CLR,
15
participating remotely via Zoom, and the p.m.
16
court reporter, Christina Hotsko, RPR, CRR,
17
CA CSR, participating onsite in person, both
18
reporters being Notaries Public in and for the
19
District of Columbia.
20
21
22
Veritext Legal Solutions

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 34 Page 36
1 Q. Fewer than 10? 1 Q. The interrogatory responses that we
2 MR. JAFRI: Objection. Speculation. 2 discussed earlier?
3 THE WITNESS: Yeah. We can speculate, 3 The -- the interrogatory responses
4 but -- 4 that we discussed earlier, that's what you're
5 BY MR. GILMORE: 5 referring to?
6 Q. No. I'm asking about your 6 MR. JAFRI: The questions.
7 communications. I'm not asking you to speculate. 7 THE WITNESS: Yes.
8 How many communications have you had? 8 BY MR. GILMORE:
9 A. Several communications. 9 Q. Okay. And aside from the interrogatory
10 Q. Several. Okay. 10 responses, do you recall reviewing any other
11 Have you attended any court proceedings 11 court filings before they were filed?
12 so far? 12 A. Before they were filed, yes.
13 A. For this litigation? 13 Q. Which ones?
14 Q. Mm-hmm. 14 THE WITNESS: Which were the motions?
15 A. If I attended? Definitely not. 15 BY MR. GILMORE:
16 Q. Okay. Have you reviewed and authorized 16 Q. You can't -- you can't ask your counsel
17 the filing of important litigation documents? 17 to answer for you, sir. I'm sorry.
18 A. Yes. 18 A. From the documents which were -- which
19 Q. Which ones? 19 were transmitted.
20 A. The motions which have been done and all 20 Q. What do you mean by that?
21 documents which were -- that I was receiving them 21 A. With the answers. Counter-answers.
22 from my counsel for review for signing them and 22 Q. You're again referring to the
Page 35 Page 37
1 checking with -- if it was corresponding to -- to 1 interrogatory responses that we discussed
2 reality. 2 earlier?
3 Q. You reviewed all -- all documents that 3 A. Yeah. The motion and the --
4 have been filed in this case by Bratya you've 4 Q. What motion?
5 reviewed personally? 5 A. The motion of the -- the class.
6 A. All of them with articles and the -- no. 6 Q. The Class Certification Motion?
7 But all the relevant information, yes. 7 A. The Class Certification Motion.
8 Q. And when you say "relevant information," 8 Q. Okay. So aside from the class
9 what do you mean? 9 certification motion and the interrogatory
10 A. What I was signing for. Like, all 10 responses, have you reviewed any other documents
11 theoretical explanations of the situations, they 11 before they were submitted?
12 are professionals. So when they take reference 12 A. I don't remember.
13 to some theoretical articles, I'm not expert in 13 Q. Okay. Did you provide any feedback to
14 this field. I believe they have the right to 14 counsel on those documents before they were
15 answer that. 15 submitted?
16 Q. Okay. So you -- you reviewed some court 16 MR. JAFRI: Objection. Again, no
17 filings by Bratya but not others, correct? 17 attorney-client communications. It's a yes or no
18 A. Yes. 18 question.
19 Q. Okay. And can you remember which ones 19 BY MR. GILMORE:
20 you reviewed specifically? 20 Q. Did you provide any feedback to counsel
21 A. You have to provide them to me to know 21 before those documents were submitted?
22 if I -- the one I signed, yes. 22 A. We discussed these documents.
10 (Pages 34 - 37)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 38 Page 40
1 Q. Okay. The -- in Paragraph 8 here you 1 question?
2 wrote, "After reviewing the allegations pleaded 2 MR. JAFRI: I guess, can you be more
3 in the complaint and consulting with counsel, I 3 precise about your question?
4 independently determined to seek appointment as 4 MR. GILMORE: Sure.
5 lead plaintiff." 5 BY MR. GILMORE:
6 Is that accurate? 6 Q. Sure. How about this: Before you
7 A. Yes. 7 signed -- did you sign an engagement letter with
8 Q. Okay. Tell me how you came to meet your 8 counsel in this case?
9 attorneys. 9 A. Yes.
10 A. So first it was a meeting with Bronstein 10 Q. Okay. Before you signed the engagement
11 -- Bronstein. Peretz Bronstein. 11 letter with counsel, tell me about your
12 There was a communication which was made 12 communications with your counsel.
13 publicly. And we contact them because we wanted 13 A. We explained to them that we were
14 to be a part of the complaint with the -- the 14 investors in this security and that there was
15 situation which happened to -- in BBBY 15 something which was obviously not clear regarding
16 securities. 16 the events that occurred in the previous months.
17 Q. So Peretz Bronstein's firm put out an 17 Q. And --
18 advertisement looking for Bed Bath & Beyond 18 A. And we engaged in signing this.
19 investors; is that correct? 19 Q. And when you say "we," do you mean you
20 A. Exactly. 20 and your brother Edouard?
21 Q. Okay. And where was that ad -- where 21 A. We for Bratya. Me and, yes, also my
22 was that advertisement posted? 22 brother.
Page 39 Page 41
1 A. Fall 2022. 1 Q. Okay. How much time per week on average
2 Q. But where was it posted? Where did you 2 do you spend on this litigation?
3 see it? 3 A. I don't know if I can say per week or
4 A. On the -- on the internet. But where 4 per month.
5 it was precisely, on the Bloomberg or -- it was 5 Q. Either way.
6 -- it was in the -- in the media release of the 6 A. It's hours.
7 stock. I don't recall precisely. 7 Q. Hours per month?
8 Q. Okay. And so you then reached out after 8 A. Hours. I think it's hours.
9 you saw the investment -- the advertisement, you 9 Q. How many hours per month?
10 reached out to Peretz Bronstein? 10 A. I don't know. I don't calculate for
11 A. Yes. 11 every month to make a precise, but hours --
12 Q. Okay. And what did you discuss at that 12 Q. More -- more than two hours per month?
13 point? 13 A. I don't know. I clearly don't know if
14 MR. JAFRI: Objection. Calls for 14 it's two hours a month. It can be less in other
15 privileged communications. 15 months.
16 MR. GILMORE: Well, there's no 16 Q. Okay. What's the highest level of
17 attorney-client privilege at this point. They're 17 education you've achieved?
18 not -- they're not in a relationship yet. 18 A. Bachelor in finance and marketing
19 MR. JAFRI: Well, I think that's subject 19 commercial products.
20 to debate. 20 Q. Okay. And where did you receive your
21 MR. GILMORE: Are you instructing your 21 degree from?
22 coun -- your -- your client not to answer the 22 A. In ESSEC.
11 (Pages 38 - 41)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 50 Page 52
1 A. If the -- 1 and --
2 Q. So if you -- if you -- assume you leave 2 Q. What do you mean "statements on time,"
3 tomorrow and you go back to Dubai, does your visa 3 like the --
4 allow you to come back forth? 4 A. Financial --
5 A. Yes. Yes. Yeah. It's as much as I 5 Q. Financial statements.
6 want. 6 A. -- statements.
7 Q. No -- no restrictions? 7 Q. Okay. What else do you do besides
8 A. No restrictions. 8 giving financial statements on time?
9 Q. Until 2034? 9 What else do you do besides giving
10 A. Until 2034. 10 financial statements on time?
11 Q. Okay. What is Bratya? 11 A. We make the investments we have trying
12 A. Bratya is a holding company with two 12 to produce something positive.
13 shareholders, myself and my brother. 13 Q. And do you have -- does Bratya have any
14 Q. What percentage of Bratya's Shares do 14 other streams of income aside from investments?
15 you own? 15 A. No. Investments.
16 A. 76. And the other 24. 16 Q. Does your brother participate in any way
17 Q. Okay. And has that percentage changed 17 in Bratya's Business?
18 over time? 18 A. My brother? Of course, as he has
19 A. It changed one time. 19 shares we exchange on -- on this. But he has no
20 Q. And why did it change? 20 operational functions in the -- in the company.
21 A. It changed because it was at 30 percent. 21 Q. Does your brother advise you on
22 And as the fact that he's resident in Russia, it 22 investment strategies for Bratya?
Page 51 Page 53
1 was some questions of being a UBO in European 1 A. We exchange on the -- the investments.
2 companies. 2 Q. Okay. Does your bro -- does your
3 Q. What does that mean, UBO? 3 brother ever sign documents on behalf of Bratya?
4 A. Ultimate beneficiary owner. 4 A. I recall maybe for some participation
5 Q. Okay. 5 that we have in French companies.
6 A. And when you have less than 25 percent 6 Q. So he has represented Bratya publicly,
7 in an organization, obviously you are not 7 correct?
8 considered as a UBO. 8 MR. JAFRI: Objection. Misstates the
9 Q. Ah, okay. So you were -- you -- you 9 testimony.
10 reduced his shares in Bratya so that he -- he 10 THE WITNESS: I wouldn't state publicly.
11 fell underneath the threshold that to be 11 But as Bratya needs -- when Bratya is a function
12 considered a UBO? 12 of president in the company, you need to have a
13 A. Yes. 13 physical person, and my brother has been in some
14 Q. Is anyone besides you and Edouard 14 companies.
15 entitled to any share in Bratya's Profits? 15 BY MR. GILMORE:
16 A No. 16 Q. Well, what do -- what do you mean by
17 Q. And your title is gérant? 17 that when? Could you explain?
18 A. Gérant, yes. 18 A. That when you put multiple person at
19 Q. Okay. What are your responsibilities as 19 Bratya being president of an organization, you
20 gérant? 20 need someone physical to be signing the -- the
21 A. I am responsible for the functioning 21 paper.
22 of the company, of giving the statements on time 22 Q. Okay. So when Bratya is being
14 (Pages 50 - 53)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 90 Page 92
1 BY MR. GILMORE: 1 Q. Not at all?
2 Q. Do you remember your brother calling 2 You were referring to their eye shape?
3 meme -- 3 A. No.
4 A. No, I -- 4 MR. JAFRI: Objection; form.
5 Q. -- meme stock investors -- excuse me. 5 THE WITNESS: No. It's just that we
6 Excuse me. Let me finish my question. 6 have different -- it's -- it's nature. That's
7 Do you recall your brother ever 7 it. We have Caucasian type. Some people have
8 referring to meme stock investors as ape mongols? 8 Afro type. It's a -- it's a type. No, there --
9 MR. JAFRI: Objection; form. 9 there is nothing referring to anything.
10 THE WITNESS: I don't recall. And, as I 10 BY MR. GILMORE:
11 tell you, there is a context, because mongol is 11 Q. So if you -- it's your testimony today
12 also used for Asian-type people. So maybe at one 12 that using the -- using the phrase "ape mongol"
13 moment it was some people buying in the early 13 was not meant to be offensive to Asian retail
14 morning in -- so maybe it's expression that we 14 investors?
15 had because of the eyes traits, when you live 15 A. Why it's offensive?
16 in -- in Russia to see people with the Asian eyes 16 Q. I'm asking you. Was it --
17 start in the morning -- were starting to buy. 17 A. No. No, --
18 It's -- it's maybe something or we were referring 18 Q. It's not intended to be offensive?
19 to a certain context. We have to see where it's 19 A. -- there's nothing --
20 in the context. 20 Q. You -- you just referred -- you just
21 BY MR. GILMORE: 21 referred to these investors' eye shape, correct?
22 Q. When you say "Asian eyes," what do you 22 MR. JAFRI: Objection; form.
Page 91 Page 93
1 mean by that? 1 THE WITNESS: What does it mean? I -- I
2 MR. JAFRI: Objection; form. 2 don't understand the --
3 BY MR. GILMORE: 3 BY MR. GILMORE:
4 Q. You said something about "Asian eyes." 4 Q. You just referred to Asian retail
5 What do you mean by "Asian eyes"? 5 investors' eye shape, correct?
6 A. Yeah. They're -- they're -- the people 6 A. Because in the mornings, they -- they
7 who starts to trade early morning are mostly in 7 start, yes. And there was a lot of Asian retail
8 Asia, so they have the same type of eyes as 8 investors in the -- in the meme stock time.
9 people from a Mongolia country. 9 Q. And this wasn't an attempt to insult
10 Q. Okay. So -- but you weren't referring 10 Asian --
11 to all Asian retail investors as -- as Mongolian. 11 A. No.
12 You were -- you were saying they have similar eye 12 Q. -- retail investors?
13 shape? 13 A. No. Never.
14 A. It's a mongol -- mongol -- mongol -- 14 Q. Okay. Okay. Any of the terms that I
15 Q. Yeah. 15 just used, those were -- those were meant to
16 A. -- type of -- of physical, as we are 16 insult retail investors, correct?
17 Caucasian type. It's a -- it's a type of -- 17 MR. JAFRI: Objection; form.
18 Q. So you and your brother were making fun 18 BY MR. GILMORE:
19 of Asian retail investors? 19 Q. Barbarian? Mongol? Scumbag?
20 A. Not at all. 20 MR. JAFRI: Objection; form.
21 MR. JAFRI: Objection; form. 21 THE WITNESS: It can be something which
22 BY MR. GILMORE: 22 were reported words from the media or something,
24 (Pages 90 - 93)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 98 Page 100

1 MR. JAFRI: Objection; form. 1 Q. And why did you refer to all retail
2 THE WITNESS: No. It's not all the 2 -- all -- all Bed Bath & Beyond investors here as
3 -- it's -- I tell you we can use this word in 3 "mongols"?
4 several -- in several meanings, so -- 4 A. I did because --
5 BY MR. GILMORE: 5 MR. JAFRI: Objection. Asked and
6 Q. And what is -- what is -- 6 answered. Argumentative.
7 A. -- it's used in several meanings, like 7 MR. GILMORE: Excuse me. I asked him
8 you say, Barbelai or -- 8 why he -- why he used that term.
9 Q. What is the meaning that you used here? 9 MR. JAFRI: He already told you multiple
10 Because earlier you said ape mongols referred to 10 times.
11 Asian retail investors. And you say -- 11 BY MR. GILMORE:
12 MR. JAFRI: Objection; form. 12 Q. Why did -- why did you refer to all Bed
13 BY MR. GILMORE: 13 Bath & Beyond investors here as "mongols"?
14 Q. And you say "mongols" here. Were you 14 MR. JAFRI: Objection; form.
15 also referring to Asian retail investors? 15 THE WITNESS: Because we were betrayed.
16 MR. JAFRI: Objection; form. 16 BY MR. GILMORE:
17 THE WITNESS: No. It's all the -- all 17 Q. How were you betrayed, sir? This is --
18 the investors inside, I think. 18 this is August 17th. You alleged -- you alleged
19 BY MR. GILMORE: 19 you didn't know you were betrayed until August
20 Q. I think you're saying two different 20 18th, correct?
21 things. A moment ago you said it was all Bed 21 A. I know. It was because already it
22 Bath & Beyond investors. Is that your testimony? 22 was -- on the 17th at 10, "Ryan Cohen sells his
Page 99 Page 101
1 You mean mongols refers to all Bed Bath & Beyond 1 entire stake in Bed Bath & Beyond Beyond."
2 investors? 2 "Seekingalpha: Ryan Cohen sells his entire stake
3 A. No. At this moment, yes, because we 3 in Bed Bath & Beyond." So we knew it.
4 were betrayed and stabbed in the back. So, of 4 Q. So you knew -- at that time you knew --
5 course, at this moment, yes, we are all in this 5 A. That we were all -- that we were all
6 situation. 6 stupid people that we followed him.
7 Q. Yeah. But who are you referring to when 7 MR. JAFRI: Objection.
8 you say "mongols" in this sentence, sir? 8 BY MR. GILMORE:
9 MR. JAFRI: Objection. Asked and 9 Q. On August 17th --
10 answered. 10 MR. GILMORE: Are you objecting to your
11 THE WITNESS: As -- as included. 11 client's testimony?
12 BY MR. GILMORE: 12 MR. JAFRI: I'm objecting to your
13 Q. Who were you -- 13 question, because you basically mischaracterized
14 A. The ones who were defrauded. 14 his testimony. You were just talking about
15 Q. Excuse me, sir. 15 the --
16 Are you referring to retail investors 16 MR. GILMORE: No. No. No. No. You're
17 when you say "mongols"? 17 not gonna -- you're not going to testify here.
18 A. That were ones who were buying shares. 18 MR. JAFRI: I'm not. I'm just saying --
19 Q. Retail investors are mongols? 19 MR. GILMORE: Yep.
20 A. Not -- not retail investors. Not retail 20 MR. JAFRI: -- you've mischaracterized
21 investors. All the investors who believed that 21 his testimony.
22 there was a strategy of a turnaround. 22 MR. GILMORE: We don't need speaking
26 (Pages 98 - 101)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 106 Page 108

1 THE WITNESS: I replied. 1 barbarians. If you look about a six lines down
2 BY MR. GILMORE: 2 from the top of the page, does that refresh your
3 Q. You referred to the class that you -- 3 recollection about whether you've ever used the
4 A. I replied. 4 term barbarians to refer to meme stock investors?
5 Q. You referred to the class that you 5 MR. JAFRI: Brian, did you say six lines
6 were seeking to represent as a -- as a mongol, 6 from the bottom?
7 correct? 7 MR. GILMORE: From the top.
8 MR. JAFRI: Objection. Mischaracterizes 8 19:42 at March -- March 24th, 2020.
9 his testimony. 9 THE WITNESS: No. It's not -- here
10 THE WITNESS: I replied to you. 10 it's absolutely not the -- when we say, "Pas de
11 BY MR. GILMORE: 11 ventes a decouvert de barbares dessus. Barbares,
12 Q. And what's the answer? 12 it means very huge. Very big. That's what it
13 A. I told you, at this moment, all you can 13 means.
14 feel when you understand that you have been 14 BY MR. GILMORE:
15 defrauded. 15 Q. So I don't speak French, sir. So I
16 Q. So when you felt that you were defrauded 16 just want to stick with the English translation.
17 you referred to all of the allegedly defrauded 17 If there's something inaccurate about the
18 people as mongols? 18 translation, you're saying you were saying that
19 A. I said me's are first, yes. 19 -- "That's good. It will calm the very big
20 MR. GILMORE: Okay. Let's look at 20 down"? Not "barbarians"?
21 another one here. 21 A. There is a mistake here completely
22 If you could mark as the next exhibit -- 22 of -- of translation.
Page 107 Page 109
1 I believe that's 120 -- Tab 4. 1 Q. Okay.
2 (Defendant's Exhibit No. 120, a 2 A. There won't be any open -- says in a big
3 document Bates Numbered BRATYA_000619 through 3 scale, because that will be to scale, because
4 BRATYA_000624, was introduced.) 4 there is the support of investors on it. That's
5 MR. JAFRI: And I just wanted to say one 5 what it means. It's too big. Here it means very
6 thing. Just let him finish his question, and, 6 big. Huge scale.
7 you know, he should do the same. And when I'm 7 Q. Well, let's -- I think you -- you jumped
8 objecting, David, just wait for me to object and 8 down a little bit. I'll get there in a second.
9 then you can respond. Okay? 9 I'm focused on the -- the -- your statement
10 BY MR. GILMORE: 10 at 19:42, further up. In the English
11 Q. So for the record, this is a document 11 translation, --
12 produced to us Bates-stamped BRATYA_000619. 12 A. Which one? Which one?
13 And, again, it's an English translation in front 13 Q. 19:42. About six lines from the top.
14 of the original French document that was produced 14 You write, "But that's good, it will calm the
15 to us. 15 barbarians down."
16 So, again, sir, this is you having a 16 A. No. It's not barbarians here. It's
17 WhatsApp chat with your brother, correct? 17 barbelai. And I told you it's -- it's a friend
18 A. Yes. 18 of ours.
19 Q. Okay. And if you could turn to the page 19 So if you look in the French -- because
20 that has 623 on the bottom. 20 the -- the translation is inaccurate. So we know
21 Now, earlier you weren't sure whether 21 that here there is a problem of translation.
22 you had ever referred to meme stock investors as 22 Q. No. I'm just reading --
28 (Pages 106 - 109)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 110 Page 112

1 A. It's barbelai. And you see under it's 1 selling. Huge. "Barbares" is very big. It's
2 from the barbares. 2 barbarian. It's when it's huge. It's violent.
3 MR. JAFRI: And on that basis, I'm just 3 It's big. Prominent.
4 going to object to this particular document. 4 Q. Okay. So it's your testimony that
5 THE WITNESS: So here it's -- yeah, the 5 neither of those references on this page referred
6 translation so -- 6 to barbarians?
7 BY MR. GILMORE: 7 A. Gigantic.
8 Q. Okay. So -- 8 Q. Okay. How about at 20:43 on the same
9 A. So here it's just you make speculations 9 page, you say, "Sacs a foutre."
10 around the translations which are inaccurate. 10 That's "scumbags," correct?
11 Q. Okay. So let's take a look at 19:42. 11 A. (Reviews document.)
12 I'll get the pronunciation for you here, 12 I don't know at which context it was at
13 but . . . "Mais cest bien ca va les barbelai." 13 that moment on the -- on the stock.
14 "Les" -- well, first of all, you 14 Q. But the translation's accurate, correct,
15 testified that barbelai refers to one of your 15 sir?
16 friends, correct? 16 A. I don't know what position we -- we took
17 A. Yes. 17 ourself at this moment on what and -- but it can
18 Q. Okay. And here you used the plural "les 18 be for me, as well, no?
19 barbelai," correct? 19 Q. Were you referring to meme stock
20 A. Uh-huh. 20 investors as scumbags?
21 Q. Okay. You're using the plural to refer 21 A. No. No.
22 to one of your friends? 22 Q. No.
Page 111 Page 113
1 A. Yeah. Because he has a certain strategy 1 Who -- who were you referring to as scum
2 and it can be, yeah. 2 bags?
3 Q. It's your sworn testimony that when 3 A. I don't know if I had a situation.
4 you use the plural here, "les barbelai," you're 4 Because we are talking about Tesla, about many
5 referring to one person, your friend? 5 other things where maybe we had stuff.
6 A. The name barbelai -- 6 (Reviews document.)
7 Q. Mm-hmm. 7 I don't --
8 A. -- is a friend who has his own strategy, 8 (Reviews document.)
9 and some other people are doing like. 9 Q. Sir, who were you referring to when you
10 Q. And you refer to your singular -- 10 use the term "scumbags" here?
11 singular friend using a plural article? 11 MR. JAFRI: Objection; form.
12 A. That some people can do writing, yeah. 12 THE WITNESS: (Reviews document.)
13 Q. Okay. And then as we go further down to 13 Maybe we're referring to the management,
14 the 20:37 entry "pas de ventes a decouvert de 14 because after we speak about the -- the loss
15 barbares dessus." 15 after their turnover and the need to raise money.
16 What does that mean? 16 I don't recall if it was in the -- in the context
17 A. "Pas de ventes a decouvert de barbares 17 because we were talking about so many things at
18 dessus." 18 the same time.
19 Q. Mm-hmm. 19 BY MR. GILMORE:
20 A. Not huge. Short selling on it. 20 Q. It's your testimony that this refers to
21 Q. Not huge. Short selling on it? 21 the management of GameStop; is that correct?
22 A. Yeah. There won't be huge short 22 MR. JAFRI: Objection; form.
29 (Pages 110 - 113)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 122 Page 124

1 happening. 1 BY MR. GILMORE:
2 BY MR. GILMORE: 2 Q. You don't know his name?
3 Q. Okay. And in the second-to-last entry 3 A. I don't recall it for so long like this.
4 here you write to your brother, "We must get cash 4 Q. Okay. So it's your testimony that when
5 out, because cash is king. When everything 5 you say "Barbelai" in all of these chats, you're
6 falls, the Barbelai, Reddit, Robinhood are going 6 referring to a friend that you don't remember his
7 to get smashed up." 7 name?
8 Do you see that? 8 MR. JAFRI: Objection; form.
9 A. Yeah. That's the truth. 9 THE WITNESS: I don't remember his
10 Q. Okay. 10 -- wait . . .
11 A. Why it goes down, if you stay and 11 No, I don't -- I don't recall.
12 think you can go to a intradable valuation out of 12 BY MR. GILMORE:
13 realistic with a minimum of fundamentals. 13 Q. Okay.
14 Q. Okay. You testified earlier that when 14 A. I don't recall.
15 you used the term "Barbelai," you're referring to 15 Q. Okay.
16 one of your friends, correct? 16 A. But he has a very specific strategy,
17 A. Yeah. Because he is doing this strategy 17 like, on crypto. And -- and it's interesting.
18 investment. 18 It's interesting. But at some moment it can be,
19 Q. Okay. So when you say, "Barbelai, 19 also, very dangerous, like every investment.
20 Reddit, Robinhood," you mean meme stock 20 Like every investment.
21 investors, correct? 21 Q. So the -- so the -- the friend whose
22 A. Not all of them. 22 name you can't remember, what's his strategy?
Page 123 Page 125
1 You want to generalize. He has his 1 MR. JAFRI: Objection. Asked and
2 own strategy to hold forever something or to do 2 answered.
3 something in a way that he wants. So it's a very 3 THE WITNESS: He has his own strategy.
4 specific way of -- of doing his -- his 4 BY MR. GILMORE:
5 investments. 5 Q. And what is it?
6 Q. Your friend that you refer to as 6 MR. JAFRI: Objection; form.
7 "Barbelai," what's his name? 7 THE WITNESS: He has his own strategy.
8 MR. JAFRI: Objection. Asked and 8 It's quite specific. He's -- he makes a huge,
9 answered. 9 huge, huge leverage. It's -- in terms of
10 BY MR. GILMORE: 10 percentage, it's quite incredible. But it's
11 Q. What's your friend's name? 11 worked at -- at many moments, so . . .
12 A. You know why Barbelai -- I don't even 12 BY MR. GILMORE:
13 remember because it's his nickname for years -- 13 Q. Is this friend a -- a meme stock
14 because he has a tattoo with a barbelai cable on 14 investor?
15 his wrist -- on -- on his arm. 15 A. No. No. He can be characterized like
16 Q. Okay. 16 this. He's investing. He's making his own
17 A. It's his nickname. 17 strategy.
18 Q. It's his nickname. 18 Q. Okay. So I want to go back to --
19 Well, what's his -- well, what's his 19 A. It's not -- don't think -- no. No.
20 real name? What is your friend's real name? 20 Just to -- to finish -- to generalize a term with
21 MR. JAFRI: Objection; form. 21 everyone, because it's not the case.
22 THE WITNESS: I -- I don't recall it. 22 Q. When you use the phrase here, "Barbelai,
32 (Pages 122 - 125)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 162 Page 164

1 that? 1 Q. Okay.
2 MR. GILMORE: It's 8:11 a.m. 2 A. And so that's why all this is a question
3 THE WITNESS: On which one is it? 3 of volatility, as you say, mixed with the fact
4 BY MR. GILMORE: 4 that it's -- there is a -- an opportunity.
5 Q. Page 658. Same page we were on before. 5 Q. Okay. So is it -- one of Bratya's
6 Your brother wrote, "It's pineapple 6 trading strategies is to find high-volatility
7 land." Do you see that? 7 stocks and then sell options, correct?
8 A. Yes. 8 A. No. It -- it's not a question to make
9 Q. Okay. And then you responded. "Exact. 9 generalization.
10 Pineapple emoji. Diamond emoji versus pineapple 10 At that moment, there is a huge
11 emoji. Pineapple emoji. Dollar face emoji 11 volatility on what you consider a market cap,
12 versus stock market going down emoji versus stock 12 which is not -- the -- the -- the strategy is
13 market going up emoji." 13 good, the company will survive, and it's -- it
14 A. Right. It means there was a lot of 14 was able to raise some cash on the market, as
15 volatility. But this is not on Bed Bath & 15 well, to make -- to reimburse some debt. So it
16 Beyond. 16 secures the company. There is huge volatility.
17 Q. No. I unders -- I -- I'm trying to 17 The market cap at that moment is too high, in our
18 understand the terminology that you're using, 18 opinion, we take a position, which is interesting
19 sir. So what -- what did you -- what -- first of 19 because there is volatility.
20 all, what is a pineapple? 20 It's a context. You can't generalize
21 A. It's making juice. When it's juicing. 21 every time and say, if it was like this on
22 Q. Pineapple juice? 22 GameStop so you did the same on the other
Page 163 Page 165
1 A. Yeah. 1 companies.
2 Q. How does pineapple juice relate to the 2 Q. I'm just trying to understand --
3 stock market? 3 A. It's just an option to keep that.
4 A. When you make juice. Like juice and 4 Q. I'm trying to understand the strategies
5 dollars. 5 that Bratya employs when -- when investing. So
6 Q. Oh, so pineapple is like profit? 6 is it fair to say -- I'm making a broad
7 A. Yeah. The profit. 7 generalization but, generally, --
8 Q. The juice is the profits? 8 A. No. No. Just on this --
9 A. Yeah. 9 Q. On this -- on this particular trade?
10 Q. Okay. So when your brother says, "it's 10 A. -- there is an interest in the
11 pineapple land," and you respond "exactly," and 11 volatility in this context with the market cap.
12 then a bunch of emojis, you're saying there's 12 Q. And at other times, has Bratya looked
13 volatility, correct? 13 for volatile stocks and then chosen to sold --
14 A. Yeah. 14 sell options of those volatile stocks?
15 Q. So it's the volatility that Bratya was 15 A. On some investment we did it.
16 interested in, correct? 16 Q. That's one -- that's one of your
17 A. Yes. At that moment, yes. Because 17 strategies?
18 on the GameStop we were selling some -- at that 18 A. In some -- some investment, an interest
19 moment we were on the -- the value was too high, 19 to have a volatility.
20 in our opinion; and we were selling some options. 20 I just need water.
21 And when there is more volatility, the price of 21 Q. Sure.
22 the options are -- are higher. 22 (Brief pause.)
42 (Pages 162 - 165)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 206 Page 208

1 Q. Uh-huh. 1 BY MR. GILMORE:
2 A. Yes. It was the day he was replying to a 2 Q. Sir --
3 CNBC statement. 3 A. -- we kept --
4 Q. On Twitter? 4 Q. I hate to keep saying this, but you need
5 A. On Twitter. 5 to listen to my question and answer my question,
6 Q. And you saw that tweet soon after it was 6 please.
7 posted, right? 7 When you saw the tweet, did you go out
8 A. I saw it. I don't remember at what time, 8 and buy any long call options of Bed Bath &
9 but I saw it. 9 Beyond?
10 Q. Did you see the tweet before you sold 10 A. No. Obviously, I had not the cash at
11 11,500 common shares? 11 that moment. I was still generating some money.
12 A. I don't recall what time was the 12 So...
13 transaction. 13 Q. Well, you did generate a lot of cash by
14 Q. Do you -- did you see the tweet before 14 selling call options, correct?
15 you purchased $100,000 worth of -- excuse me, sold 15 A. At much higher price than the stock was.
16 $100,000 worth of call options? 16 Q. So you had the cash from those
17 A. The call options, I told you, it's 17 purchase -- from those sales, if you wanted to, to
18 benefitting from a move of volatility. So -- 18 go out and buy common shares --
19 Q. Sir, I'm going to ask you to listen to my 19 A. Yeah, but also --
20 question and answer that question, please. 20 Q. Excuse me.
21 Did you see the tweet before you sold 21 -- to buy common shares of Bed Bath &
22 $100,000 worth of call options? 22 Beyond, correct?
Page 207 Page 209
1 A. I don't remember what time was the 1 MR. JAFRI: Objection. Form.
2 transaction and what time I saw the tweet. 2 THE WITNESS: Or to keep the shares that
3 Q. Okay. When you saw the tweet, did you go 3 we had.
4 out and buy any common shares of Bed Bath & 4 BY MR. GILMORE:
5 Beyond? 5 Q. How many shares did you have at that
6 A. At that moment, no. 6 point?
7 Q. Okay. 7 A. More than 50-and-something thousand.
8 A. We did not bought. 8 Q. Okay.
9 Q. Okay. And when you saw the tweet, did 9 VIDEO TECHNICIAN: Mr. Coti, can you move
10 you go out and buy any long call options of Bed 10 to the center of the screen? Thank you.
11 Bath & Beyond? 11 BY MR. GILMORE:
12 A. What we did? 12 Q. If you move up a little bit, sir, on that
13 VIDEO TECHNICIAN: Can you move over to 13 same page that we've been looking at, there are
14 your right? 14 two lines there. One is investment; one is
15 MR. GILMORE: Sir, could you just move 15 withdrawal. They seem to be the same volume of
16 over just to your right. 16 shares.
17 MR. JAFRI: David, can you move a little 17 Do you understand what that -- those two
18 bit so you're on the camera. 18 entries reflect?
19 THE WITNESS: Okay. 19 A. On the 15th?
20 At least our cart is full and we kept the 20 Q. Yes.
21 shares that we had. We did not show the -- 21 A. Yes.
22 22 Q. What are those?
53 (Pages 206 - 209)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 210 Page 212

1 A. It was on the Monday. So you see Friday 1 to sell them at 16?
2 is the tweet. On Monday, we go for buying shares, 2 Q. Well, I don't know, sir --
3 but obviously we had a margin call and we had to 3 A. I don't know either --
4 sell them. 4 Q. -- but it could be that -- but if the
5 Q. But it's not listed as a sale or a 5 stock is going up, you sold at the beginning of
6 purchase. It's called investment and 6 the day and then you bought those shares back.
7 withdrawal -- 7 A. Impossible. It's forbidden to do this --
8 A. Yes. 8 MR. JAFRI: Objection. Form.
9 Q. -- and it's the same amount. 9 THE WITNESS: -- with the bank.
10 A. It's the same. It's buying and selling. 10 BY MR. GILMORE:
11 Q. So -- 11 Q. Pardon?
12 A. And it -- 12 A. It's forbidden to make this kind of
13 Q. -- explain to me what happened there. 13 operation with the banks in Europe. So I could
14 You purchased 50,900 shares? 14 not. It's impossible that it has been sold before
15 A. At 20.65. 15 it has been bought.
16 Q. Okay. 16 Q. But you testified earlier that you
17 A. So obviously you see we wanted to 17 already owned shares. Did you sell 50,000 of your
18 increase our position. And as the stock went 18 common shares and then repurchase those shares
19 down, we were margin call directly and we had to 19 later in the day after the price had gone up?
20 close the position by the end of the day. It 20 A. I don't know.
21 was... 21 Q. You don't remember either way, correct?
22 Q. So the stock price was going up on 22 A. No, because we had not that quantity. We
Page 211 Page 213
1 August 12th, correct? 1 had not that quantity.
2 A. On August 12? No. On 15. 2 Q. You testified a moment ago that you had
3 Q. Excuse me, on August 15th, yes. The 3 50,000 common shares, correct?
4 stock is going up on August 15th. 4 MR. JAFRI: Objection. Form.
5 A. Obviously not. 5 THE WITNESS: In the beginning. Then
6 Q. Well, if you look at the exhibit that I 6 there was the 11,500 which were sold. And then
7 marked earlier, it certainly appears to be. 7 you have the 5900.
8 A. Well -- 8 So clearly here there is a question of
9 Q. Would you like to refresh your 9 financing with the bank, and we had to sustain
10 recollection and -- 10 sufficient cash and -- if the position, long
11 A. No, but -- 11 position, was going straight up, it's for sure
12 Q. -- look at the stock price? 12 that we could have kept it.
13 A. -- then the graphic is a too quick 13 BY MR. GILMORE:
14 because maybe this is a large scale. And 14 Q. Sir, did you own -- did Bratya own Bed
15 certainly if we were margin called to sell them, 15 Bath common shares prior to March 7th, 2022?
16 it's -- it was meaning that it did not went up. 16 A. Prior to March --
17 We bought them at 20, and we were forced to sell 17 Q. -- 7th, 2022. Before these records
18 them at 16, so... 18 start, bid Bratya already own common shares?
19 Q. But sir, do you actually recall the stock 19 A. Before March? No.
20 price going down on August 15th? 20 Q. No. Okay. Then all of the stock
21 A. There has been something at that moment. 21 purchases that Bratya made in Bed Bath & Beyond
22 If it was going up, why we bought at 20 and we had 22 common shares are reflected on this document?
54 (Pages 210 - 213)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 230 Page 232

1 sell something. 1 class period about a potential M&A transaction,
2 BY MR. GILMORE: 2 correct?
3 Q. And it's your testimony that you weren't 3 A. About --
4 selling shares on August 17th because you were 4 MR. JAFRI: Objection. Form.
5 taking a short position -- 5 THE WITNESS: About an M&A transaction,
6 A. No. 6 no.
7 Q. -- on Bed Bath & Beyond. 7 BY MR. GILMORE:
8 A. No. Otherwise, I would have -- 8 Q. Okay.
9 MR. JAFRI: Objection to form. 9 A. Not an M&A.
10 THE WITNESS: I could have sold all the 10 Q. Okay. And was there any news released
11 shares. So it means that, on that day, we could 11 during the class period about a turnaround of Bed
12 only maintain this position. 12 Bath & Beyond's fundamental business performance?
13 BY MR. GILMORE: 13 MR. JAFRI: Objection. Form.
14 Q. Okay. So the fourth day of the 14 THE WITNESS: There was a communication,
15 trading -- fourth day of the class period, you 15 which was looking like there is something which is
16 start to buy net -- a net long position in common 16 positive, which was --
17 shares, correct? 17 BY MR. GILMORE:
18 A. We generated cash on what we had. We 18 Q. I'm asking a different question, sir.
19 have the possibility. And also, we understood 19 Was there any news announced during the
20 that the turnaround is maybe arriving. 20 class period about a turnaround of Bed Bath
21 Q. Okay. 21 & Beyond's fundamental business performance?
22 A. The previous communications were in that 22 MR. JAFRI: Objection. Form.
Page 231 Page 233
1 sense. The stock is moving in that sense. So we 1 THE WITNESS: At -- the tweet of the 12th
2 are positive that things move on the right way. 2 with the moon emoji next to the customer of the
3 Q. So you understood that the turnaround may 3 company.
4 be arriving. That's what your testimony was? 4 BY MR. GILMORE:
5 A. Obviously. 5 Q. It's your testimony that Ryan Cohen's
6 Q. You mean the turnaround of Bed Bath & 6 moon emoji tweet was somehow news concerning a
7 Beyond's fundamental -- 7 turnaround of Bed Bath & Beyond's fundamental
8 A. Yeah. 8 financial performance?
9 Q. -- performance? 9 MR. JAFRI: Objection. Form.
10 A. Performance or a possible M&A 10 THE WITNESS: If the cart is full, it
11 transaction. 11 means that things are moving on the right way.
12 Q. Okay. 12 BY MR. GILMORE:
13 A. It's two different things. 13 Q. Okay.
14 Q. Okay. Was there some news announced by 14 A. Already in terms of sales.
15 Bed Bath & Beyond concerning a potential M&A 15 Q. Okay. So aside from that tweet --
16 transaction during the class period? 16 A. And with the moon, assuming that the
17 A. No. But there were obviously some 17 stock should rise because of this fundamental good
18 information which were communicated which were 18 news.
19 misleading. 19 Q. Okay. So aside from the tweet on
20 Q. About a potential M&A transaction? 20 August 12th, what other fundamental good news
21 A. No. 21 about Bed Bath & Beyond's financial performance
22 Q. Okay. So there was no news during the 22 was entered into the market?
59 (Pages 230 - 233)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 234 Page 236

1 A. It was the main communication. It was 1 this withdrawal transaction on August 15th is a
2 the main -- 2 sale of stock, correct?
3 Q. The August 12th tweet? 3 MR. JAFRI: Objection. Form.
4 A. On the August 12th. 4 THE WITNESS: Investment and withdrawal.
5 Q. Okay. 5 Yes. It's a going back.
6 A. Then -- 6 BY MR. GILMORE:
7 Q. I'm sorry, and you saw the tweet on 7 Q. Okay. So after Ryan Cohen's tweet --
8 August 12th, correct? 8 strike that.
9 A. I saw it. 9 After you saw Ryan Cohen's tweet on
10 Q. Okay. 10 August 12th, you sold common stock of Bed Bath &
11 A. I don't recall if it was on the 12th, 11 Beyond, correct?
12 but -- what time is the time difference, but I saw 12 A. I bought some stock. And obviously, I
13 this tweet. 13 could not keep them if I had to sell them. But
14 Q. Okay. But again, you didn't -- after you 14 maybe I could have asked your client to lend me
15 got that what you called, I think, fundamental 15 some money to buy shares. It could have been also
16 good news on August 12th, you sold call options, 16 a possibility.
17 correct? 17 MR. GILMORE: I'm going to move to strike
18 A. To accompany the position that we kept. 18 that as nonresponsive.
19 Q. And you bought put options, correct? 19 BY MR. GILMORE:
20 MR. JAFRI: Objection. Form. 20 Q. And sir, I'm going to warn you again,
21 THE WITNESS: No. No, I did not buy put. 21 you've got to listen to my question and answer my
22 22 question. You can't just say whatever you want to
Page 235 Page 237
1 BY MR. GILMORE: 1 say. You've got to answer my question. Do you
2 Q. You're right. That was just before 2 understand?
3 the -- strike that, then. 3 A. This is what we do.
4 After Ryan Cohen's tweet, you sold call 4 Q. This is what we do. Well, it's not what
5 options, correct? 5 you've been doing, but let's keep going.
6 A. On the -- 6 MR. JAFRI: Objection to form. This is
7 MR. JAFRI: Objection to form. 7 just argumentative.
8 THE WITNESS: We had some call sold. 8 BY MR. GILMORE:
9 Yes. 9 Q. After you saw Ryan Cohen's tweet on
10 BY MR. GILMORE: 10 August 12th, you sold call options, correct?
11 Q. Okay. 11 MR. JAFRI: Objection. Form.
12 A. We accompany the position, generating 12 THE WITNESS: I kept my shares. I
13 revenue on the long position that we had. 13 accompany the long position that we had with sales
14 Q. After Ryan Cohen's tweet on August 12th, 14 of call cover to accompany the growth of the stock
15 you sold common shares, correct? 15 and increasing the prices of the goal that were
16 A. It's not after I saw the tweet. Maybe we 16 generating revenue.
17 needed to do it before. 17 MR. GILMORE: I'm going to move to strike
18 Q. Okay. 18 that as nonresponsive.
19 A. I don't have the precise time it 19 MR. JAFRI: Objection. Form.
20 happened, so I would not say something which can 20 BY MR. GILMORE:
21 be wrong. 21 Q. Sir, after you saw Ryan Cohen's tweet on
22 Q. You testified earlier, sir, that you -- 22 August 12th, you sold call options, correct? It's
60 (Pages 234 - 237)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 298 Page 300

1 at that price. 1 A. If we are speaking about GME and
2 BY MR. GILMORE: 2 thinking -- I think this is what we are, here.
3 Q. Okay. And why did you think Cohen would 3 Let's check anyway if there was not, because he
4 be a success but GameStop would suffer? 4 mentioned also some talks but -- no, no, no.
5 A. No. That financially it was good for the 5 It's -- he's a great marketer, he was telling
6 company, what he was doing. But when you close 6 before. Yes.
7 stores and you have to lay off people, it's always 7 Q. Yes.
8 a pain, even if this is the only way, in some 8 A. Yes.
9 conditions, to make the turnaround. 9 Q. Yes. Okay. Great.
10 Q. You're not predicting that GameStop, the 10 You and your brother knew, at this time
11 company, is going to fail behind Ryan Cohen? 11 in 2021, that Ryan Cohen makes a lot of public
12 MR. JAFRI: Objection. Form. 12 pronouncements, correct?
13 THE WITNESS: If I am? 13 A. That he makes a communication.
14 BY MR. GILMORE: 14 Q. Uh-huh. But you didn't really believe in
15 Q. Predicting that GameStop, the company, is 15 the substance of what he was saying, did you?
16 going to fail under Ryan Cohen's leadership. 16 MR. JAFRI: Objection. Form.
17 MR. JAFRI: Objection. Form. 17 THE WITNESS: No, it's a question of
18 THE WITNESS: No. 18 market cap. What you have to take into the
19 BY MR. GILMORE: 19 context -- at that moment we are speaking about a
20 Q. No? 20 company which -- worth tens of billions of dollar.
21 A. No. 21 We don't say that it's not sustainable to make the
22 Q. Okay. Your brother wrote, "There's going 22 turnaround, and he made a great turnaround in the
Page 299 Page 301
1 to be a constant flow of positive news, because 1 company. We are talking that, at this moment,
2 that's what he specializes in, talk talk and make 2 it's not possible, even if you sell great projects
3 people dream." 3 and so on, to continue adding such kind of market
4 He's referring to Ryan Cohen there, 4 cap with the metrics which are in front of this
5 correct? 5 market cap.
6 A. Where is it? 6 BY MR. GILMORE:
7 Q. At 9:38 a.m. 7 Q. His excellence at marketing didn't match
8 A. No. Because it was -- just the line 8 the reality of GameStop's position --
9 before he was positive and saying, We have to see 9 A. The market cap -- of the market cap at
10 all stores will be reconverted, that it could be 10 that moment. It doesn't decrease the value of
11 bitcoin stores, it could be a mini bank with 11 what has been done, of the capability, of the fact
12 crypto, it could be making partnership with 12 that there is a great market -- he was also
13 e-commerce, and that he has a certain talent, like 13 writing on the 27th of April at 10:00, Knowing
14 Elon Musk, to sell projects in the future. 14 Cohen is a really fucking good marketer.
15 Q. Sir, again, listen to my question, 15 He's great at marketing. He made an
16 please. 16 amazing success in Chewy. He made an amazing
17 Your brother wrote, "There's going to be 17 turnaround at GameStop. And he tried to make one
18 a constant flow of positive news, because that's 18 at Bed Bath & Beyond. He failed in this. And
19 what he specializes in, talk talk talk [sic] and 19 then he escaped the situation.
20 make people dream." 20 Q. Despite all of Mr. Cohen's excellent
21 Your brother is referring to Ryan Cohen 21 marketing abilities, you said, "Reality comes back
22 there, correct? 22 to numbers, and then it's shit for them, I tell
76 (Pages 298 - 301)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 310 Page 312

1 Q. Okay. Why were Cohen's announcements 1 Your brother writes, "Is the immigrant
2 dangerous? 2 the one who said, sell again rather repurchase?"
3 A. Because they are good. Because they were 3 Do you see that?
4 good for the company and they could push to go to 4 A. Where?
5 additional extreme prices. 5 Q. At 10:23 a.m. Actually, strike that
6 We were in a situation where we were 6 question.
7 considering that the company was overvalued, so we 7 What's an emoji, sir?
8 invested in this sense. 8 A. Which one?
9 Q. Okay. In 2021, did you believe the 9 Q. What is an emoji? I'm not asking about
10 things that Ryan Cohen said about GameStop? 10 the document right now.
11 A. That he was making -- which things? 11 I'm just asking you, what is an emoji?
12 Q. Positive statements about GameStop. Did 12 A. The little icons.
13 you believe them? 13 Q. Okay. Sometimes emojis can have multiple
14 A. Of course. 14 meanings, right?
15 Q. You did. 15 A. Yes.
16 A. This is what we are telling here. 16 Q. Okay.
17 Q. But you bet against GameStop, correct? 17 A. Sometimes.
18 A. Because the market value was completely 18 Q. Sometimes emojis can be misinterpreted,
19 out of reality. 19 right?
20 Q. Okay. There was never a time, even in 20 MR. JAFRI: Objection. Form.
21 2021, when you and your brother both knew that 21 THE WITNESS: Depends.
22 Ryan Cohen was full of hot air, right? 22
Page 311 Page 313
1 MR. JAFRI: Objection. Form. 1 BY MR. GILMORE:
2 THE WITNESS: Was? 2 Q. Right. But sometimes they can --
3 BY MR. GILMORE: 3 A. Everyone can make a misinterpretation at
4 Q. There was never a time, even in 2021, 4 one moment.
5 when you and your brother didn't actually believe 5 Q. Okay.
6 in Ryan Cohen? 6 MR. JAFRI: Objection. Form.
7 MR. JAFRI: Objection. Form. 7 BY MR. GILMORE:
8 THE WITNESS: That we believed. All 8 Q. So at 10:23 a.m., your brother writes,
9 these things we are telling are positive things. 9 "Is the immigrant the one who said, sell again
10 BY MR. GILMORE: 10 rather than repurchase?"
11 Q. Okay. You've always been a believer in 11 I assume there's a "than" missing there.
12 Ryan Cohen? 12 Do you see that?
13 MR. JAFRI: Objection. Form. 13 A. Yes.
14 THE WITNESS: We were believing. 14 Q. Okay.
15 MR. GILMORE: Okay. 15 A. 10:23.
16 (Coti Deposition Exhibit 131 marked for 16 Q. Yeah. Who is the immigrant that your
17 identification and attached to the 17 brother was referring to?
18 transcript.) 18 A. It's a friend. It's his nickname.
19 BY MR. GILMORE: 19 Q. That's his nickname.
20 Q. I'm handing you what's being marked 20 A. Yeah.
21 Exhibit 131. BRATYA_000611. And I'm going to 21 Q. And does he have dark skin?
22 focus on the statement starting at 10:23 a.m. 22 MR. JAFRI: Objection. Form.
79 (Pages 310 - 313)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 314 Page 316

1 THE WITNESS: Does he have? 1 I have a lot of friends with different
2 BY MR. GILMORE: 2 color of skin than mine. It has never been a
3 Q. Does your friend, the immigrant, have 3 problem. So don't try to make me pass for
4 dark skin? 4 something that I am not, because now it starts to
5 A. Not really. 5 be always pushing and taking an emoji and taking
6 Q. No? 6 something for something which is completely out of
7 A. Not really. 7 the context.
8 Q. Okay. Why did you respond to your 8 BY MR. GILMORE:
9 brother with three monkey emojis? 9 Q. So anyone who understands this chat to be
10 MR. JAFRI: Objection. Form. 10 racist just misinterpreted your --
11 THE WITNESS: Because it's, like -- it's 11 A. First of all --
12 fun because it was the contrary. He said one 12 MR. JAFRI: Objection --
13 thing and, in fact, it was the contrary. So we 13 THE WITNESS: -- nothing is --
14 said, okay (indicating). 14 BY MR. GILMORE:
15 BY MR. GILMORE: 15 Q. Excuse me -- excuse me --
16 Q. And are you using the monkey emoji here 16 A. No, no, no. First of all --
17 to refer to your friend, the immigrant? 17 Q. -- listen --
18 MR. JAFRI: Objection. Form. 18 A. -- no, no. First you listen to me to the
19 THE WITNESS: No, no, no. Here you are 19 end.
20 making shortcut on a conversation. It's a 20 Q. No. That's not how this works. Let me
21 misinterpretation from your side. It's -- because 21 finish my question. Then you can answer.
22 there is also the little same emoji, which is 22 Anyone who understands this chat to be
Page 315 Page 317
1 hiding the eyes, just some lines before with the 1 racist is just misinterpreting your emoji,
2 fact that GME is going up. 2 correct?
3 So I don't enter in your assumptions. 3 A. It's complete misinterpretation.
4 BY MR. GILMORE: 4 Secondly, with our friends, we call us the way we
5 Q. In 2021, are you aware that Facebook and 5 want. It's private things. With my team, we call
6 Twitter banned comments and posts in which monkey 6 us the way we want. It's our desire. It's our
7 emojis were used to refer to English soccer 7 wish.
8 players? 8 Me -- there is a singer, a very famous
9 MR. JAFRI: Objection. Form. This is 9 French singer, who is called Sheila. Maybe you
10 totally irrelevant. He's already told you you're 10 know Sheila?
11 misinterpreting it. And this is a little below 11 Q. No.
12 the belt, Brian. 12 A. No? And if you look at my hair, they are
13 THE WITNESS: Once again? 13 very long. And from the back, very often, there
14 BY MR. GILMORE: 14 are people who come and say, Oh, hello, madam.
15 Q. In 2021, are you aware that Facebook and 15 And one guy one time came and said, Oh, you have
16 Twitter banned comments and posts in which the 16 beautiful hair like Sheila.
17 monkey emoji was used to refer black English 17 Did I take it as an offense? Never.
18 soccer players? 18 It's fun. And now my friends, sometimes they say,
19 MR. JAFRI: Objection. Form. 19 Hey, Sheila, come on. So that's it.
20 THE WITNESS: First of all, I never had 20 Q. It's just --
21 Facebook, I never had Twitter. I don't know what 21 A. There's no need to make --
22 happened and what they were referring to. 22 Q. -- misinterpretation --
80 (Pages 314 - 317)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 338 Page 340

1 THE WITNESS: It was part of the decision 1 This document was, quote, part of the
2 to buy shares on the 15 of August that this 2 decision to buy shares on the 15th of August, that
3 document was republished with the level of 3 this document was republished with the level of
4 10 percent. 4 10 percent.
5 BY MR. GILMORE: 5 So a moment ago you testified that you
6 Q. A moment ago you couldn't recall the 6 bought shares in reliance on this document,
7 timing. But now you're certain that you purchased 7 correct?
8 shares on August 15th because you saw this 8 A. Yes. But it's not the one -- which can
9 document; is that your testimony? 9 be the one on the 15, maybe, or the one which are
10 MR. JAFRI: Objection. Form. 10 on the days after.
11 THE WITNESS: I say it's part -- it's not 11 Q. Okay.
12 you see a document and you go and you buy shares. 12 A. But it was a sign of confidence --
13 It's part of the fact that there are things -- 13 Q. Okay.
14 it's elements which are republished which can be 14 A. -- of Ryan Cohen in having these call
15 part of the fact that he's believing to reach this 15 options.
16 kind of level of share price. 16 (Coti Deposition Exhibit 134 marked for
17 BY MR. GILMORE: 17 identification and attached to the
18 Q. But sir, a moment ago you testified that 18 transcript.)
19 you couldn't even recall whether you had seen this 19 BY MR. GILMORE:
20 document before you purchased shares on 20 Q. I'm handing you what's been marked
21 August 15th. 21 Exhibit 134. This is a Schedule 13D amendment
22 MR. JAFRI: Objection. Mischaracterizes 22 that was filed by Ryan Cohen on August 16th.
Page 339 Page 341
1 the testimony. 1 Have you seen this document before, sir?
2 THE WITNESS: Sir, it's not the moment 2 A. Yes.
3 you see a document that you go and buy or you sell 3 Q. And I think you said in your
4 something. It's part of a decision. Some days 4 interrogatory responses you saw it shortly after
5 ago there was this tweet. There were some other 5 it was filed on August 16th; is that correct?
6 publication in the days after. I will tell you 6 A. Once again?
7 our assumption on what was published as we did. 7 Q. I think you said in your interrogatory
8 BY MR. GILMORE: 8 responses that you saw it shortly after it was
9 Q. Okay. I just want to be clear for the 9 filed on August 16th; is that correct?
10 record. Your testimony now is that you're sure 10 A. Why?
11 you had seen this document before you purchased 11 Q. Sir, you testified in your interrogatory
12 shares on August 15th? 12 response, which you verified, that you saw this
13 MR. JAFRI: Objection. Form. 13 document shortly after it was filed on
14 THE WITNESS: That I saw before the 14 August 16th --
15 moment we made the purchase of the share? 15 A. Oh, so --
16 BY MR. GILMORE: 16 Q. -- and I'm just verifying that that's
17 Q. Uh-huh. 17 true.
18 A. I don't recall the timing, but it's for 18 A. Yes.
19 sure that the other shares on the 17, I already 19 Q. Okay.
20 saw this document. 20 A. No, no, sorry.
21 Q. Sir, I'm going to read back your 21 Q. Okay.
22 testimony. 22 A. That you saw...
86 (Pages 338 - 341)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 342 Page 344

1 Q. You saw? 1 Q. Okay. But we discussed before, this
2 A. You saw this document. I was -- 2 isn't new information, correct --
3 Q. Okay. Misunderstanding. 3 MR. JAFRI: Objection. Form.
4 A. Misunderstanding, sorry. 4 BY MR. GILMORE:
5 Q. Okay. But you did see this document on 5 Q. -- at this time?
6 August 16th? 6 A. Yeah. It was positive news for the
7 A. Yes. 7 company that he was keeping his shares and that
8 Q. Okay. What did you think this document 8 there was no transaction in the past 60 days, and
9 meant? 9 now since the filing of amendment number 1 to the
10 A. Here it says that he might -- that he 10 schedule 13.
11 cant -- might have a sale of some shares. It's 11 Q. Is it your testimony that you purchased
12 this one... 12 Bed Bath & Beyond common shares or long call
13 Q. When you saw this document on 13 options because of this document?
14 August 16th, you didn't go out and purchase any 14 MR. JAFRI: Objection. Form.
15 Bed Bath & Beyond shares, did you? 15 THE WITNESS: On the 17, we could buy the
16 A. (Reading.) 16 shares.
17 Okay. This is the recalculation of the 17 BY MR. GILMORE:
18 percentage that Ryan Cohen was owning in the 18 Q. No, I understand that you bought shares
19 company. 19 the day after.
20 Q. Okay. When you saw this document, did 20 I'm saying, did you buy the shares
21 you go out and purchase any Bed Bath & Beyond 21 because of this document?
22 common shares? 22 A. This document was also a element,
Page 343 Page 345
1 MR. JAFRI: Objection. Form. 1 fundamental element, like all the others, to have
2 THE WITNESS: On the 16, we did not 2 the proof that Ryan Cohen was in the company with
3 bought shares. 3 a strong ground inside, with a strong shareholding
4 BY MR. GILMORE: 4 ground.
5 Q. When you saw this document on 5 Q. And that was important to you because
6 August 16th, did you go out and purchase any Bed 6 you're a believer in Ryan Cohen, correct?
7 Bath & Beyond long call options? 7 A. Exactly.
8 MR. JAFRI: Objection. Form. 8 Q. Okay. Again, I'll represent to you that
9 THE WITNESS: We could do it on the 17th. 9 this document wasn't produced to us.
10 17th. Not on the 16th. 10 Is that because it didn't relate to any
11 BY MR. GILMORE: 11 of Bratya's decisions --
12 Q. Okay. This document didn't impact any of 12 A. No, because --
13 Bratya's decisions to purchase or sell Bed Bath & 13 Q. Excuse me, let me finish the question.
14 Beyond securities, did it? 14 Is that because it didn't relate to any
15 MR. JAFRI: Objection. Form. 15 of Bratya's decisions to buy or sell Bed Bath &
16 THE WITNESS: Did in a way that he had a 16 Beyond securities?
17 consequent position in the company. 17 MR. JAFRI: Objection. Form.
18 BY MR. GILMORE: 18 THE WITNESS: This is a document which
19 Q. What do you mean by that? 19 can be downloaded from internet.
20 A. That he had this long position in the 20 BY MR. GILMORE:
21 company. It was stated that Ryan Cohen has 21 Q. Yeah. But you didn't download it and
22 11.8 percent of shares in the company. 22 produce it to us, did you?
87 (Pages 342 - 345)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 366 Page 368

1 expand your long position on August 17th and 1 Q. No, but who is the "they"? Is that the
2 August 18th, because you thought that a short 2 ape mongols?
3 squeeze would continue? 3 A. It's all the investors.
4 A. That there is relevant news that can 4 Q. And what does "put back on the table"
5 happen. Not only a short squeeze, but that there 5 mean?
6 are grounds to think that turnaround was going to 6 A. To put back on the table, to invest.
7 be done and that the stock will go up as well with 7 Q. To invest. Okay. So the more that the
8 the squeeze. 8 meme stock investors invest will determine how
9 Q. But in this chat you're not talking about 9 high the share price rises, correct?
10 the August 12th tweet, are you? 10 MR. JAFRI: Objection. Form.
11 A. Eh? 11 THE WITNESS: Which one?
12 Q. In this chat, you're not talking about 12 BY MR. GILMORE:
13 the August 12th tweet, are you? 13 Q. Do you want me to repeat the question?
14 A. Here I'm not, but there are also some 14 A. Yes, please.
15 discussions that we have on phones and -- 15 Q. The more that the meme stock investors
16 Q. In fact, the tweet never gets mentioned 16 invest will determine how much the share price
17 in any of your chats with your brother, does it? 17 rises, correct?
18 MR. JAFRI: Objection. Form. 18 MR. JAFRI: Objection. Form.
19 THE WITNESS: Here, no, obviously not. 19 THE WITNESS: I don't see where is the
20 BY MR. GILMORE: 20 translation compared to the French version.
21 Q. Okay. And you agree that your belief 21 747, the page?
22 that the squeeze would continue to drive the price 22
Page 367 Page 369
1 up on August 17th was relevant to your decision to 1 BY MR. GILMORE:
2 go long on August 17th and August 18th, correct? 2 Q. Uh-huh. It's 10:10 a.m. and 10:11 a.m.
3 A. That we were continuing to be long. Yes. 3 on August 17th.
4 Q. Okay. Later on that page at the bottom, 4 A. August 17th. I don't understand. Maybe
5 your brother writes, at 10:10 a.m., "The premarket 5 he was referring...
6 is the ape mongols. We're in full squeeze. This 6 I don't know if he referred maybe to the
7 depends on how much they put back on the table to 7 company being able to sell some shares on the
8 keep the trend." 8 market to raise cash that can keep the trend by
9 What did you understand him to mean by 9 reimbursing some debt.
10 that? 10 Q. In the company made an equity offering on
11 MR. JAFRI: Objection. Asked and 11 August 17th --
12 answered. 12 A. Yeah.
13 THE WITNESS: That, at that moment, still 13 Q. -- that might create more volatility?
14 no news were out, so we can continue to raise that 14 MR. JAFRI: Objection. Form.
15 much. 15 THE WITNESS: No.
16 BY MR. GILMORE: 16 BY MR. GILMORE:
17 Q. Who did you understand him to be 17 Q. How would a potential equity offering on
18 referring to when he said, "how much they put back 18 August 17th impact your decision?
19 on the table"? 19 A. Because the company is in a much
20 A. "Put back" is how much to buy more. 20 healthier situation. So on one end, it put
21 Q. Pardon? 21 pressure on the downside; but it also reinforced
22 A. How much to buy more. 22 the structure of the company.
93 (Pages 366 - 369)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 370 Page 372

1 Q. Okay. At 10:16 your brother writes, "We 1 headline stating Ryan Cohen sold his entire stake
2 shouldn't take this shit up to 80." 2 in Bed Bath & Beyond.
3 And you respond, "The most important 3 MR. JAFRI: Objection. Form.
4 thing to know is where the short position is. " 4 MR. GILMORE: I'd just like to state for
5 Why was it important to know where the 5 the record that since I first posed this question,
6 short position is? 6 we've been waiting for about four to five minutes
7 A. Because it became, again, extravagant 7 for an answer.
8 value at this level. So if there is still -- it's 8 THE WITNESS: Yeah, we thought that the
9 to understand what was the short position, if all 9 company -- I thought the company was going to be
10 the position was covered or not. 10 sold. And this is what my brother said, is there
11 Q. Are you referring to your short position 11 a sell of the company possible --
12 or -- 12 BY MR. GILMORE:
13 A. No, no, no -- 13 Q. So when you --
14 Q. -- the short interest in the market? 14 A. -- or is it just a right to sell it in
15 A. -- the short position -- the short on the 15 six months? It was speculation at that moment.
16 company. 16 Q. Is the answer to my question yes or no,
17 Q. By short sellers in the market. 17 sir?
18 A. Yeah. 18 MR. JAFRI: Objection. Form. Asked and
19 Q. Okay. At 10:11 p.m. on August 17th, you 19 answered.
20 sent the article that said, "Ryan Cohen sells his 20 THE WITNESS: It could mean that there
21 entire stake in Bed Bath & Beyond." 21 was a reason for thinking there is an M&A deal.
22 And then you wrote, "Bro, this removes so 22
Page 371 Page 373
1 much pressure on the position." Laugh cry emoji. 1 BY MR. GILMORE:
2 Were you happy when you saw Ryan Cohen 2 Q. One more time, sir: Were you happy when
3 sold his entire stake in Bed Bath & Beyond? 3 you saw a headline stating Ryan Cohen sold his
4 MR. JAFRI: Objection. Form. 4 entire stake in Bed Bath & Beyond?
5 BY MR. GILMORE: 5 MR. JAFRI: Objection. Form.
6 Q. Would you like me to repeat the question, 6 THE WITNESS: At that moment, obviously,
7 sir? 7 it was good.
8 A. Yes. I'm reading because I have to 8 BY MR. GILMORE:
9 refresh... 9 Q. You were happy.
10 Q. Okay. My question was, were you happy 10 MR. JAFRI: Objection. Form.
11 when you saw a headline stating Ryan Cohen sold 11 THE WITNESS: For a reason that we were
12 his entire stake in Bed Bath & Beyond? 12 thinking that there is an M&A possibility, yes, we
13 MR. JAFRI: Objection. Form. 13 thought that there would be something coming.
14 THE WITNESS: But we understood that it 14 BY MR. GILMORE:
15 will create a move. 15 Q. Okay. Does Bratya have any social media
16 BY MR. GILMORE: 16 accounts?
17 Q. My question was, were you happy when you 17 A. No.
18 saw a headline stating Ryan Cohen sold his entire 18 Q. Do you, personally, have any social media
19 stake in Bed Bath & Beyond? 19 accounts?
20 A. It was mitigating the situation, I think. 20 A. No.
21 Because there was something which was... 21 Q. Do you ever spend any time on Reddit?
22 Q. Sir, were you happy when you saw a 22 A. I read some articles off Reddit.
94 (Pages 370 - 373)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 374 Page 376

1 Q. Okay. Do you review Reddit posts in 1 A. -- all of them, so if you can refresh,
2 connection with Bratya's business? 2 please.
3 A. With? 3 Q. Are you aware that Edouard posted on
4 Q. In connection with Bratya's business? 4 Reddit about Ryan Cohen?
5 A. You mean with Bratya's investments? 5 A. I saw some communications that he made.
6 Q. Uh-huh. 6 Q. Okay. And did you know that he was going
7 A. Yes. I have to look at some. 7 to post that before he posted it?
8 Q. And do you review Reddit posts to 8 A. Did I?
9 understand what retail investors are thinking? 9 Q. Did you know before he posted that he was
10 A. Show me the article and I will tell you 10 going to do so?
11 if I understand what is written or not. 11 A. No.
12 Q. I'm just speaking -- I'm not talking 12 Q. Okay. Was he posting on Reddit on behalf
13 about any particular article or post. 13 of Bratya?
14 I'm just asking generally, is the purpose 14 A. No.
15 of your review of Reddit to understand what retail 15 Q. Okay. Do you agree with the substance of
16 investors are thinking -- 16 what he posted?
17 A. Sometimes we understand, sometimes not. 17 A. It's his words. He makes what he wants.
18 It depends. Sometimes it's printed, sometimes 18 Q. Yeah, I know it's his words, but do you
19 not. 19 agree with his words?
20 Q. Okay. Why -- do you have other reasons 20 MR. JAFRI: Objection. Form. Which
21 that you review Reddit? 21 posts are --
22 A. Why? 22 THE WITNESS: I don't always agree with
Page 375 Page 377
1 Q. Yes. 1 him, and he doesn't always agree with me.
2 A. Because it's a point of view. 2 BY MR. GILMORE:
3 Q. It's a point of view? 3 Q. But this particular post on Reddit --
4 A. Yeah. 4 A. Which one?
5 Q. More information? 5 Q. Let's take a look at it.
6 A. Yeah. It's... 6 (Coti Deposition Exhibit 135 marked for
7 Q. Okay. How much time, on average, do you 7 identification and attached to the
8 estimate you spend on Reddit every week? 8 transcript.)
9 A. Not much. 9 MR. GILMORE: I'm marking Exhibit 135,
10 Q. Okay. Have you ever posted anything on 10 which has Bates number BRATYA_000107.
11 Reddit? 11 BY MR. GILMORE:
12 A. No. 12 Q. Have you seen this before, sir?
13 Q. Have you ever interacted with somebody 13 A. I saw it.
14 else's post on Reddit? Meaning you uploaded or 14 Q. Okay. So --
15 downloaded that post. 15 A. But obviously it was not posted.
16 A. Myself, no. My brother did it. 16 Q. Do you agree with this post?
17 Q. He did. And do you recall what he 17 A. There is nothing to agree on. It's just
18 uploaded or downloaded? 18 speculation. He's wondering about what's
19 A. What? 19 happening.
20 Q. Do you recall what posts Edouard -- 20 Q. Okay. So he writes here that Bed Bath &
21 A. I don't recall -- 21 Beyond insiders would not have been able to
22 Q. -- interacted -- 22 purchase shares in July, quote, if something big
95 (Pages 374 - 377)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
EXHIBIT 3
08/08/2022, 3:57 p.m. ‐ David:

https://www.webullapp.com/news‐detail/52328259?__app_cfg__=%7B%22supportTheme%22%3Atrue%2C
%22sourcePage%22%3A%22StockNews%22%7D&tickerld=913257013&disSymbol=BBBY&theme=1&color=1
&hl=en&android_sdk_int=2 9&canary‐version=&_v=1&sp=1&statusBarHeightV2=24&isSubsNews=false
08/08/2022, 3:57 p.m. ‐ David: Bbby it’s 52% of shares that are shorted that’s huge
08/08/2022, 3:57 p.m. ‐ David: So it can still kaifff
08/08/2022, 3:58 p.m. ‐ David: For us putting flat on the shares and the put sales
08/08/2022, 3:58 p.m. ‐ BO RUSSE NEW: it’s violent
08/08/2022, 3:58 p.m. ‐ David: Maybe put some calls back on??
08/08/2022, 3:58 p.m. ‐ David: Since the vol is crazy there
08/08/2022, 4:00 p.m. ‐ BO RUSSE NEW: call sale?
08/08/2022, 4:00 p.m. ‐ David: Yes
08/08/2022, 4:02 p.m. ‐ BO RUSSE NEW: in the financial logic yes
08/08/2022, 4:02 p.m. ‐ BO RUSSE NEW: but too soon
08/08/2022, 4:02 p.m. ‐ BO RUSSE NEW: The squeeze hasn’t started
08/08/2022, 4:02 p.m. ‐ BO RUSSE NEW: it’s cheap
08/08/2022, 4:03 p.m. ‐ BO RUSSE NEW: increase it to 20 balls possible
08/08/2022, 4:03 p.m. ‐ BO RUSSE NEW: my thing is that you need to have pending orders. it goes so fast.
08/08/2022, 4:04 p.m. ‐ David: We’re on it
08/08/2022, 4:04 p.m. ‐ David: The other memes are losing ground amc and gme
08/08/2022, 4:05 p.m. ‐ BO RUSSE NEW: or get out of the positions
08/08/2022, 4:05 p.m. ‐ BO RUSSE NEW: but not be exposed. this could become violent if there’s still 50%
short
08/08/2022, 4:06 p.m. ‐ BO RUSSE NEW: it’s cat piss
08/08/2022, 4:06 p.m. ‐ BO RUSSE NEW: Syba not bad either
08/08/2022, 10:01 p.m. ‐ David: What a day
08/08/2022, 10:01 p.m. ‐ David: We resumed the cash call 14 on BBBY
08/08/2022, 10:01 p.m. ‐ David: And we’ll move on
08/08/2022, 10:05 p.m. ‐ BO RUSSE NEW: are you doing a kiff weekly?
08/08/2022, 10:07 p.m. ‐ David: Yes at 100k on the week and next
08/08/2022, 10:08 p.m. ‐ David: Well financed vol at 390
08/08/2022, 10:08 p.m. ‐ David: If we can hit it again it will be fine kaiff
08/08/2022, 10:08 p.m. ‐ David: Exiting this position with 500k would be good and a derailed roblox would
be great progress
08/08/2022, 10:50 p.m. ‐ BO RUSSE NEW:
08/08/2022, 10:59 p.m. ‐ David: Til tomorrow
08/08/2022, 11:01 p.m. ‐ BO RUSSE NEW: with JP at +5 still
08/09/2022, 6:43 a.m. ‐ David: Mul who has always been a shit but realistic is in phase on a target of 20 this
year 30 next 50 2024
08/09/2022, 6:44 a.m. ‐ David: It's going great to get some back, have our 4 stocks in options and finance the
purchases
08/09/2022, 6:52 a.m. ‐ BO RUSSE NEW: I hope there’s no lies this time. he repeated for 5 years that he had
many avenues before calling the banks to find less and less expensive money
08/09/2022, 7:04 a.m. ‐ BO RUSSE NEW: The Neurocrine partnership which just failed in P2. this represented
400m possible reentry
08/09/2022, 7:05 a.m. ‐ BO RUSSE NEW: there’s waste but we just need to get there with Qu / Àpro / Pivlaz /
selat
CONFIDENTIAL BRATYA_000744
08/09/2022, 7:05 a.m. ‐ BO RUSSE NEW: and we’re good

08/09/2022, 7:06 a.m. ‐ David: Ponvori
08/09/2022, 7:07 a.m. ‐ David: And how much for expenses
08/09/2022, 7:07 a.m. ‐ David: 900
08/09/2022, 7:08 a.m. ‐ BO RUSSE NEW: it was precisely Neurocrine that spent
08/09/2022, 7:09 a.m. ‐ BO RUSSE NEW: yes but no one’s talking about it because the molecule goes to 0
08/09/2022, 7:12 a.m. ‐ David: It filed them 50 bars
08/09/2022, 7:14 a.m. ‐ BO RUSSE NEW: to exit it we just need Qu and Apro. and they’re good
08/09/2022, 7:14 a.m. ‐ BO RUSSE NEW: now we need to sell them
08/09/2022, 7:14 a.m. ‐ BO RUSSE NEW: The rest is a bonus
08/09/2022, 11:08 a.m. ‐ BO RUSSE NEW: Missed voice call
08/09/2022, 10:11 p.m. ‐ David: Roblox less 13
08/09/2022, 10:12 p.m. ‐ David: Back to 40
08/09/2022, 10:12 p.m. ‐ David: This will do it Bro also on top
08/09/2022, 10:15 p.m. ‐ David: <Media omitted>
08/09/2022, 10:15 p.m. ‐ David: It will end up with a float of 30 points tomorrow more if the rinok helps
08/10/2022, 12:10 a.m. ‐ David: <Media omitted>
08/10/2022, 6:22 a.m. ‐ BO RUSSE NEW: hello Bro
08/10/2022, 6:22 a.m. ‐ BO RUSSE NEW: ohhh crazy
08/10/2022, 6:39 a.m. ‐ BO RUSSE NEW: we need a squeeze on Beyond and we’re good
08/10/2022, 6:39 a.m. ‐ BO RUSSE NEW: and JP at 20 with an announcement
08/10/2022, 6:39 a.m. ‐ BO RUSSE NEW: back on track
08/10/2022, 6:46 a.m. ‐ BO RUSSE NEW: Elon Musk offloads nearly $7 billion in Tesla stock amid Twitter
fight: https://on.mktw.net/3bJkU5r
08/10/2022, 6:46 a.m. ‐ BO RUSSE NEW: damn he’s restarting
08/10/2022, 8:22 a.m. ‐ David: Jp at 30 with the position still argued
08/10/2022, 8:22 a.m. ‐ David: The pineapple
08/10/2022, 8:22 a.m. ‐ David: But the brother buying back also
08/10/2022, 8:22 a.m. ‐ BO RUSSE NEW: not for 7B
08/10/2022, 8:23 a.m. ‐ David: No I know
08/10/2022, 8:23 a.m. ‐ David: But when they want to make it go up again
08/10/2022, 8:27 a.m. ‐ BO RUSSE NEW:
08/10/2022, 8:32 a.m. ‐ David: If before the end of summer we’ve cleaned out our option positions and
we’re flat or positive and we put the beauty back at significant levels....we can hope to end the year on a
positive note again
08/10/2022, 8:32 a.m. ‐ David: With jp coming back to have some collat
08/10/2022, 9:03 a.m. ‐ BO RUSSE NEW: yes ideal scenario
08/10/2022, 9:04 a.m. ‐ BO RUSSE NEW: there are some surprises coming in both directions
08/10/2022, 9:06 a.m. ‐ David: That’s business and life
08/10/2022, 9:08 a.m. ‐ BO RUSSE NEW: yes
08/10/2022, 11:03 a.m. ‐ BO RUSSE NEW: Missed voice call
08/12/2022, 8:14 a.m. ‐ David: “Gold loses its appeal as hawkish fed comments offset slowing inflation”
https://fr.investing.com/news/commodities‐news/lor‐perd‐de‐son‐attrait‐alors‐que‐les‐commentaires‐hawki
sh‐de‐la‐fed‐compensent‐le‐ralentissement‐de‐linflation‐2109982
08/12/2022, 5:36 p.m. ‐ David: Bed Bath & Beyond Stock Has Rallied. But Not Enough to Shake This Bear.
https://www.barrons.com/articles/bed‐bath‐beyond‐stock‐rally‐bearish‐analyst‐51660311787?st=h2nlyfpdsk
8c05k&mod=webullrss
08/12/2022, 5:37 p.m. ‐ David: Maybe buy a put if there’s equity offering and sell some calls
08/12/2022, 5:40 p.m. ‐ BO RUSSE NEW: <Media omitted>
08/14/2022, 9:04 a.m. ‐ David:
https://www.jeuxvideo.com/news/1617062/xiaomi‐vient‐de‐coiffer‐elon‐musk‐au‐poteau‐dans‐la‐fabricatio
n‐du‐robot‐tesla.htm
08/14/2022, 9:18 a.m. ‐ BO RUSSE NEW: he’s a hasbeen in everything but it’s the best in Com and he’s in the
US
08/15/2022, 2:43 p.m. ‐ David: BBBY WILL BE A NICE POSITION
08/15/2022, 2:46 p.m. ‐ BO RUSSE NEW: Yes strong
08/15/2022, 2:46 p.m. ‐ BO RUSSE NEW:
08/15/2022, 2:47 p.m. ‐ BO RUSSE NEW: do you have the table with the new positions?
08/15/2022, 2:52 p.m. ‐ David: No August 15 but I’m going to have the p and l
08/16/2022, 1:32 p.m. ‐ David: “BlackRock advises to be wary of the summer stock rally”
https://fr.investing.com/news/stock‐market‐news/blackrock‐conseille‐de‐se‐mefier‐du‐rallye‐dete‐des‐
actions‐2110562
08/16/2022, 1:32 p.m. ‐ BO RUSSE NEW: Yes. we feel it but at what level and when. .
08/16/2022, 1:32 p.m. ‐ BO RUSSE NEW: same as in 2001
08/16/2022, 1:33 p.m. ‐ BO RUSSE NEW: rally and behind..
08/16/2022, 1:41 p.m. ‐ David: Wire transfers ok
08/16/2022, 1:42 p.m. ‐ David: To crédit nord
08/16/2022, 1:42 p.m. ‐ David: Thanks Bro
08/16/2022, 1:42 p.m. ‐ BO RUSSE NEW: Great Koffo
08/16/2022, 2:36 p.m. ‐ David: Bed Bath & Beyond is a sell at B. Riley Financial due to 'unrealistic valuation'
https://seekingalpha.com/news/3873536‐bed‐bath‐beyond‐is‐a‐sell‐at‐b‐riley‐financial‐due‐to‐unrealistic‐val
uation?utm_source=webull.com&utm_medium=referral
08/16/2022, 2:36 p.m. ‐ David: Can you send me the article
08/16/2022, 2:36 p.m. ‐ David: It is true but Gme and amc that was the case…and this has boost
08/16/2022, 2:42 p.m. ‐ BO RUSSE NEW: yes
08/16/2022, 2:47 p.m. ‐ BO RUSSE NEW: B. Riley Financial is the latest firm to warn on runaway valuation for
Bed Bath & Beyond (NASDAQ:BBBY).
Analyst Susan Anderson downgraded Bed Bath & Beyond (BBBY) to a Sell rating from Neutral following the
meme‐inspired rally over the last month that flies in the face of sales and margin fundamentals.
"We have seen the stock increase more than 3x since BBBY reported a very weak 1Q leading to the ousting of
CEO at the time Mark Tritton. BBBY has recently gained the attention of retail traders in the Wall Street Bets
Reddit forum again, which gained notoriety during the Gamestop saga back in January 2021. We believe that
BBBY is currently trading at unrealistic valuations."
Despite the bearish outlook from Anderson and team, it was noted that BBBY may have a lifeline if it uses the
share price pop to raise capital through an at‐the‐market offering.
B. Riley assigned a price target of $5 to BBBY to rep about 69% downside potential.
08/17/2022, 8:27 a.m. ‐ David: Maybe kaiff purchase a put on BBBY
08/17/2022, 8:28 a.m. ‐ David: I can actually see it getting knocked down right away by 20 or 30 points
08/17/2022, 8:29 a.m. ‐ David: And then it will rest a moment before having another spike if an increase in
shorts
08/17/2022, 8:29 a.m. ‐ BO RUSSE NEW: but we’re one way
08/17/2022, 8:30 a.m. ‐ BO RUSSE NEW: we would need some out to put back
08/17/2022, 8:32 a.m. ‐ David: Like before in put and we’re out
08/17/2022, 8:32 a.m. ‐ David: We need to have good timing and go
08/17/2022, 8:32 a.m. ‐ David: Let’s get out with a nice deal
08/17/2022, 8:34 a.m. ‐ BO RUSSE NEW: Yes but we have an over leverage option
08/17/2022, 8:34 a.m. ‐ BO RUSSE NEW: so potentially dead if it starts badly
08/17/2022, 8:34 a.m. ‐ BO RUSSE NEW: or at the wrong time. we saw yesterday
08/17/2022, 8:35 a.m. ‐ BO RUSSE NEW: at that point you exit the call sales and take puts
08/17/2022, 8:35 a.m. ‐ BO RUSSE NEW: no exposure and possible much larger gain
08/17/2022, 8:36 a.m. ‐ David: Yes
08/17/2022, 8:36 a.m. ‐ David: But it takes getting beaten for a day to do it
08/17/2022, 8:37 a.m. ‐ BO RUSSE NEW: exactly
08/17/2022, 8:49 a.m. ‐ BO RUSSE NEW: the rynoks conditions are not good
08/17/2022, 8:51 a.m. ‐ David: This helps too
08/17/2022, 8:51 a.m. ‐ David: To make it go up
08/17/2022, 8:51 a.m. ‐ David: If the market falls it will collapse
08/17/2022, 8:57 a.m. ‐ David: Yesterday was unpleasant but I think it was the pick point of the squeeze
and today it will start again
08/17/2022, 8:57 a.m. ‐ David: Have you seen the volume
08/17/2022, 8:57 a.m. ‐ David: The guys got wiped and fell behind
08/17/2022, 8:57 a.m. ‐ David: Also I don’t think he had time to raise the money
08/17/2022, 8:58 a.m. ‐ David: And even if money is raised
08/17/2022, 8:58 a.m. ‐ David: Then it drops due to dilution and we can rework
08/17/2022, 9:01 a.m. ‐ BO RUSSE NEW: in the logic yes
08/17/2022, 9:07 a.m. ‐ David: So without having had the peak we will have a good deal
08/17/2022, 9:08 a.m. ‐ David: And our logic will work
08/17/2022, 9:11 a.m. ‐ David: Strength and courage mark to market yesterday 1.7 we could have had 5
08/17/2022, 9:11 a.m. ‐ David: So
08/17/2022, 9:16 a.m. ‐ BO RUSSE NEW:
08/17/2022, 9:16 a.m. ‐ BO RUSSE NEW: yes we have to be right
08/17/2022, 9:17 a.m. ‐ BO RUSSE NEW: Cohen says the same thing
08/17/2022, 9:17 a.m. ‐ BO RUSSE NEW:
08/17/2022, 9:49 a.m. ‐ David: Him it is fine
08/17/2022, 9:50 a.m. ‐ David: Everything must be hedged
08/17/2022, 9:50 a.m. ‐ David: At 4 it was worth putting it back on but given how things look I held off
08/17/2022, 9:50 a.m. ‐ David: Already happy to have found the tunes
08/17/2022, 10:01 a.m. ‐ David: Pre market at plus 17
08/17/2022, 10:09 a.m. ‐ BO RUSSE NEW: that doesn’t mean anything
08/17/2022, 10:09 a.m. ‐ BO RUSSE NEW: yesterday ‐4 in pre
08/17/2022, 10:10 a.m. ‐ BO RUSSE NEW: The premarket is the ape mongols
08/17/2022, 10:11 a.m. ‐ BO RUSSE NEW: we’re in full squeeze this depends on how much they put back on
the table today to keep the trend
08/17/2022, 10:11 a.m. ‐ BO RUSSE NEW: the more they sell at this price the less it can fall afterwards
08/17/2022, 10:12 a.m. ‐ BO RUSSE NEW: the apes keep this shit for 10 years
08/17/2022, 10:16 a.m. ‐ BO RUSSE NEW: we shouldn't take this shit up to 80
08/17/2022, 10:24 a.m. ‐ David: The most important thing is to know where the short position is
08/17/2022, 10:26 a.m. ‐ BO RUSSE NEW: that bloomberg may update in real time
08/17/2022, 10:31 a.m. ‐ David: S3 partners
08/17/2022, 10:52 a.m. ‐ BO RUSSE NEW: we need the rynoks to drop 1 or 2% in lj
08/17/2022, 10:52 a.m. ‐ BO RUSSE NEW: this will immediately calm it down
08/17/2022, 11:13 a.m. ‐ David: Yes but the 1.9 of collat in the air
08/17/2022, 11:13 a.m. ‐ David: The same with Tesla
08/17/2022, 11:13 a.m. ‐ BO RUSSE NEW: Logical
08/17/2022, 11:14 a.m. ‐ BO RUSSE NEW: disastrous
08/17/2022, 11:35 a.m. BO RUSSE NEW: the calls are now unbuyable
08/17/2022, 11:36 a.m. BO RUSSE NEW: <Media omitted>
08/17/2022, 11:46 a.m. ‐ David: There are 3 stages of secu
08/17/2022, 11:47 a.m. ‐ David: Call u when I finish the bank
08/17/2022, 11:54 a.m. ‐ BO RUSSE NEW:
08/17/2022, 9:01 p.m. ‐ David: Onna had to reselle the shares at 27….
08/17/2022, 9:01 p.m. ‐ David: Since no cash the system blocked everything
08/17/2022, 9:02 p.m. ‐ David: We made 300k profit it bought back calls…
08/17/2022, 9:02 p.m. ‐ David: It’s shit but it will end well
08/17/2022, 9:02 p.m. ‐ David: Hang in there
08/17/2022, 9:15 p.m. ‐ BO RUSSE NEW:
08/17/2022, 9:16 p.m. ‐ BO RUSSE NEW: less expo of the rolls in fact at least?
08/17/2022, 9:19 p.m. ‐ David: Yes
08/17/2022, 9:19 p.m. ‐ David: And tomorrow the market beating that takes it
08/17/2022, 9:25 p.m. ‐ BO RUSSE NEW: hang in there
08/17/2022, 10:11 p.m. ‐ David: Ryan Cohen sells his entire stake in Bed Bath & Beyond
https://seekingalpha.com/news/3874286‐ryan‐cohen‐sells‐his‐entire‐stake‐in‐bed‐bath‐beyond?utm_source
=webull.com&utm_medium=referral
08/17/2022, 10:31 p.m. ‐ David: Send me the article
08/17/2022, 10:31 p.m. ‐ David: BROOO
08/17/2022, 10:31 p.m. ‐ David: This removes so much pressure
08/17/2022, 10:31 p.m. ‐ David: On the position
08/17/2022, 10:31 p.m. ‐ BO RUSSE NEW: I’m looking for better
08/17/2022, 10:31 p.m. ‐ David: And I had nothing on call
08/17/2022, 10:31 p.m. ‐ David: But tomorrow at these levels we need to sell the shares
08/17/2022, 10:32 p.m. ‐ David: Even at a 100k loss
08/17/2022, 10:31 p.m. ‐ BO RUSSE NEW: it’s nowhere
08/17/2022, 10:32 p.m. ‐ David: The filing is the most important thing
08/17/2022, 10:32 p.m. ‐ David: That it published
08/17/2022, 10:38 p.m. ‐ BO RUSSE NEW: for the right to sell
08/17/2022, 10:39 p.m. ‐ BO RUSSE NEW: and why didn’t he sell the company? possible?
08/17/2022, 10:40 p.m. ‐ BO RUSSE NEW: it’s just the right to sell within 6 months
08/17/2022, 10:42 p.m. ‐ BO RUSSE NEW: so he doesn’t want the stock price to drop before selling
08/17/2022, 10:42 p.m. ‐ BO RUSSE NEW: it will come out with a press release tomorrow
08/17/2022, 10:43 p.m. ‐ BO RUSSE NEW: we’ll have to be ready to react
08/17/2022, 10:52 p.m. ‐ David: Yes he has one of his holdings
08/17/2022, 10:52 p.m. ‐ David: Which is smashing the shorters
08/17/2022, 10:52 p.m. ‐ David: Not the end of the deal
08/17/2022, 10:53 p.m. ‐ David: But we have to read between the lines
08/17/2022, 10:53 p.m. ‐ David: We will see
08/17/2022, 10:53 p.m. ‐ David: To resell the 86k shares remaining
08/17/2022, 10:54 p.m. ‐ David: But the calls will take a loss
08/17/2022, 10:54 p.m. ‐ David: I don’t think sale of company jy
08/17/2022, 10:55 p.m. ‐ David: I think he has a put so he has covered calls and comes out as king
08/17/2022, 10:55 p.m. ‐ David: The mongols pay 150 profit bars for him
08/18/2022, 2:25 a.m. ‐ David: He sold the position??
08/18/2022, 2:25 a.m. ‐ David: But given the positions it’s hot to buy
08/18/2022, 2:26 a.m. ‐ David: Or by selling shares and the short sellers pay the premium
08/18/2022, 2:26 a.m. ‐ David: We need to do a debrief on this tomorrow
08/18/2022, 2:26 a.m. ‐ David: Since we’re good on comprehensive understanding between lines
08/18/2022, 6:53 a.m. ‐ BO RUSSE NEW: person doesn’t understand the truth I read the 220 comments
08/18/2022, 6:54 a.m. ‐ BO RUSSE NEW: The fact is that he lost 100m since he had purchased at 15 and that
person didn’t want to finance the company, he went bankrupt in 2 weeks. so he had to get out of his calls
08/18/2022, 6:56 a.m. ‐ BO RUSSE NEW: with his announcement on the calls the thing popped and in the line
he apparently completed the filing to be able to sell (no link found with the SEC). maybe it’s a fake released
by short sellers…my rumor exists
08/18/2022, 6:56 a.m. ‐ BO RUSSE NEW: whatever happens he had to get out of his idea of calls to issue new
shares or prove to the funds he brought in to finance that he could add value
08/18/2022, 6:59 a.m. ‐ BO RUSSE NEW: he had to wait 2 days so tomorrow to have the sale filing if he sold.
08/18/2022, 7:02 a.m. ‐ BO RUSSE NEW:
https://money.yahoo.com/ryan‐cohen‐bed‐bath‐beyond‐august‐17‐202557136.html
08/18/2022, 8:08 a.m. ‐ David:
https://slice42.com/leconomie‐impressionnante‐du‐tesla‐semi‐par‐rapport‐a‐un‐camion‐diesel/
08/18/2022, 12:57 p.m. ‐ David: I think they will sell Buybuybaby and on the announcement he will get out
08/18/2022, 12:58 p.m. ‐ David: I think it is like that and it will be reboosted
08/18/2022, 12:58 p.m. ‐ David: Urfeeling?
08/18/2022, 12:58 p.m. ‐ David: This explains a lot of things
08/18/2022, 12:58 p.m. ‐ BO RUSSE NEW: Yes that is good logic
08/18/2022, 12:59 p.m. ‐ BO RUSSE NEW: if it’s not released yet. but it will be tomorrow
08/18/2022, 12:59 p.m. ‐ David: That’s also why a lot of people got out because they know the redhead in
particular
08/18/2022, 12:59 p.m. ‐ David: He got out
08/18/2022, 1:00 p.m. ‐ BO RUSSE NEW: so to exit the uncovered calls
08/18/2022, 1:00 p.m. ‐ David: But the deal is finalized that’s cash in the bo
08/18/2022, 1:00 p.m. ‐ David: Yes in part or putting calls on face
08/18/2022, 1:00 p.m. ‐ David: Ya a great thing to do
08/18/2022, 1:01 p.m. ‐ David: And this is within 90 days

08/18/2022, 1:04 p.m. ‐ David: I’m going to buy the put anyway since this will swing on the potential exit by
cohen but it will happen on a very big push
08/18/2022, 1:10 p.m. ‐ BO RUSSE NEW: very possible
08/18/2022, 1:10 p.m. ‐ BO RUSSE NEW: that’s why he already took it
08/18/2022, 1:10 p.m. ‐ BO RUSSE NEW: and that this continues on an announcement to exit at the top
08/18/2022, 1:12 p.m. ‐ David: I think so 08/18/2022, 1:13 p.m. ‐ David: It would hold up
08/18/2022, 1:14 p.m. ‐ David: And so should we cover our shares ???
08/18/2022, 1:18 p.m. ‐ BO RUSSE NEW: with put?
08/18/2022, 1:19 p.m. ‐ BO RUSSE NEW: this will be very expensive given the dough it takes
08/18/2022, 1:19 p.m. ‐ BO RUSSE NEW: on 10 it will be possible
08/18/2022, 7:05 p.m. ‐ David: https://www.cnbc.com/2022/06/29/bed‐bath‐beyond‐says‐its‐still‐open‐to‐
selling‐its‐buybuy‐baby‐division.html
08/18/2022, 7:05 p.m. ‐ David: hodl hodl hodl
08/18/2022, 7:07 p.m. ‐ BO RUSSE NEW: June 29
08/18/2022, 7:08 p.m. ‐ David: Exactly
08/18/2022, 7:08 p.m. ‐ David: And it’s done
08/18/2022, 7:08 p.m. ‐ David: When it was at the lowest
08/18/2022, 7:09 p.m. ‐ David:
https://www.webullapp.com/news‐detail/1660841460204?__app_cfg__=%7B%22supportTheme%22%3Atru
e%7D&sourcePage=StockNews&tickerld=913257013&disSymbol=BBBY&theme=1&color=1&hl=en&android_
sdk_int=29&canary‐version=&_v=1&sp=1&statusBarHeightV2=24&isSubsNews=false
08/18/2022, 7:09 p.m. ‐ David: The pinworms
08/18/2022, 7:14 p.m. ‐ BO RUSSE NEW: We will see he’s right at the end
08/18/2022, 7:15 p.m. ‐ David: Papa Cohen
08/18/2022, 7:15 p.m. ‐ David: He put together a crazy deal with Blackrock
08/18/2022, 7:15 p.m. ‐ David: Which is supported by idiots
08/18/2022, 7:16 p.m. ‐ BO RUSSE NEW: in any case on reddit
08/18/2022, 7:16 p.m. ‐ BO RUSSE NEW: it’s boiling hot
08/18/2022, 7:16 p.m. ‐ BO RUSSE NEW: the guys don’t give up
08/18/2022, 7:23 p.m. ‐ David: Like every time and it ends up going away
08/18/2022, 7:23 p.m. ‐ David: They are fueled with information by the company
08/18/2022, 7:23 p.m. ‐ David: That’s obvious
08/18/2022, 7:25 p.m. ‐ David: I think we are underestimating the power of their action with the funds
08/18/2022, 7:25 p.m. ‐ David: And the high frequency trading
08/18/2022, 7:25 p.m. ‐ David: They have the method the tools
08/18/2022, 7:26 p.m. ‐ BO RUSSE NEW: when you’re the N1 meme stock in the world
08/18/2022, 7:27 p.m. ‐ BO RUSSE NEW: you have leverage to not stay at 1.5B
08/18/2022, 7:38 p.m. ‐ David: And you’re already a billionaire on these deals there
08/18/2022, 7:39 p.m. ‐ David: And you say you will create value for all of your shareholders
08/18/2022, 7:39 p.m. ‐ David: So even those who got back in at 50
08/18/2022, 7:40 p.m. ‐
David:https://www.webullapp.com/news‐detail/1660840440213?__app_cfg__=%7B%22supportTheme%22
%3Atrue%7D&sourcePage=StockNews
&tickerld=913257013&disSymbol=BBBY&theme=1&color=1&hl=en&android_sdk_int=29&canary‐version=&_
v=1&sp=1&statusBarHeightV2=24&isSubsNews=false
08/18/2022, 7:40 p.m. ‐ David: I don’t believe that
08/18/2022, 7:41 p.m. ‐ David: 2013 at 84

08/18/2022, 7:41 p.m. ‐ David: All the shareholders
08/18/2022, 7:41 p.m. ‐ David: Ask Barbelaii what he thinks about it
08/18/2022, 7:42 p.m. ‐ David: At 84 that’s more than 30 bars
08/18/2022, 7:42 p.m. ‐ David: That would be crazy
08/18/2022, 7:43 p.m. ‐ BO RUSSE NEW:
08/18/2022, 7:44 p.m. ‐ BO RUSSE NEW: its calls that means turnover
08/18/2022, 7:50 p.m. ‐ David: Maaaaaa
08/18/2022, 7:51 p.m. ‐ David: 22.5 turnover would do it
08/18/2022, 7:53 p.m. ‐ David: Buy buy baby purchased in 2007 for 67m usd
08/18/2022, 7:53 p.m. ‐ David:
08/18/2022, 8:15 p.m. ‐ David: 500 shares the guys take 300000 guys in the world that’s 150 million shares
08/18/2022, 8:15 p.m. ‐ David: CRAMER says they can do GME bis
08/18/2022, 8:15 p.m. ‐ David: Even worse
08/18/2022, 8:18 p.m. ‐ BO RUSSE NEW:
08/18/2022, 8:18 p.m. ‐ BO RUSSE NEW: did you give the 100?
08/18/2022, 8:23 p.m. ‐ David: 50
08/18/2022, 8:23 p.m. ‐ David: 450 expo
08/18/2022, 8:24 p.m. ‐ David: At 120 we would say we would have done better to follow cohen on gme then
on Bbby than jp in 5 years
08/18/2022, 8:32 p.m. ‐ BO RUSSE NEW: that is clear
08/18/2022, 11:34 p.m. ‐ David: The CFO is selling his shares at 25
08/18/2022, 11:34 p.m. ‐ David: Understood we made bezoz
08/18/2022, 11:34 p.m. ‐ BO RUSSE NEW:
08/18/2022, 11:34 p.m. ‐ BO RUSSE NEW: fuck
08/18/2022, 11:34 p.m. ‐ BO RUSSE NEW: odd that’s nothing for him
08/18/2022, 11:35 p.m. ‐ BO RUSSE NEW: he also gives the profits to the company
08/18/2022, 11:35 p.m. ‐ David: But I don’t understand that
08/18/2022, 11:36 p.m. ‐ BO RUSSE NEW: if he made a profit as an insider the cash went to the company
08/18/2022, 11:36 p.m. ‐ BO RUSSE NEW: he destroys trust in gme
08/18/2022, 11:37 p.m. ‐ David: I don’t understand the move
08/18/2022, 11:37 p.m. ‐ BO RUSSE NEW: for a ridiculous amount for him
08/18/2022, 11:37 p.m. ‐ BO RUSSE NEW:
08/18/2022, 11:37 p.m. ‐ David: That’s odd
08/18/2022, 11:37 p.m. ‐ David: I don’t understand it
08/18/2022, 11:37 p.m. ‐ BO RUSSE NEW: we will find out in the coming weeks
08/18/2022, 11:37 p.m. ‐ BO RUSSE NEW: even days
08/18/2022, 11:38 p.m. ‐ BO RUSSE NEW: but if he still had taken 300 or 400 bars
08/18/2022, 11:38 p.m. ‐ BO RUSSE NEW: but the….
08/18/2022, 11:38 p.m. ‐ BO RUSSE NEW: they’re watching your dub
08/18/2022, 11:38 p.m. ‐ BO RUSSE NEW: bbby was saying it was still in partnership with RCV
08/18/2022, 11:39 p.m. ‐ BO RUSSE NEW: I understand nothing
08/18/2022, 11:46 p.m. ‐ David: Me neither and all the cash goes to the company
EXHIBIT 4
03/22/2021, 06:18 ‐ David: Do you think we're playing around with it or has it already been integrated?
03/22/2021, 06:23 ‐ BO RUSSE NEW: I won't try anything except shorting this shit
03/22/2021, 06:25 ‐ David: It’s tense regardless
03/22/2021, 06:25 ‐ BO RUSSE NEW: what's more, when an ETF comes along, all the big institutional
investors move out of pure crypto and into ETFs. Storage is still completely unsecured
03/22/2021, 06:26 ‐ BO RUSSE NEW: should not have fomo at this level
03/22/2021, 06:26 ‐ BO RUSSE NEW: wait for it to come
03/22/2021, 06:26 ‐ David: So the etf buys back nothing changes
03/22/2021, 06:26 ‐ David: That’s what I was saying to Marko
03/22/2021, 06:26 ‐ David: He says you have to take Neo and all its issues
03/22/2021, 06:26 ‐ BO RUSSE NEW: it has ever ascended to heaven in the history of the world
03/22/2021, 06:27 ‐ David: Because it dropped I told him it’s still going to take another 20 25 points easy
03/22/2021, 06:27 ‐ BO RUSSE NEW: should definitely not have fomo at definitely not at these levels
03/22/2021, 06:27 ‐ David: He is not convinced
03/22/2021, 06:27 ‐ David: It's how I see it and that's why Ion releases so much stuff
03/22/2021, 06:27 ‐ BO RUSSE NEW: we must continue to build quality on our values
03/22/2021, 06:28 ‐ BO RUSSE NEW: the games stop and barbelay it ‐90% in 3 sessions
03/22/2021, 06:28‐ David: Yes I stay traditional
03/22/2021, 06:28 ‐ BO RUSSE NEW: and it’s settled
03/22/2021, 06:28‐ David: So they puts are crazy like bill Gross
03/22/2021, 06:28 ‐ BO RUSSE NEW: you don’t play with $1,400 given by the state
03/22/2021, 06:29 ‐ BO RUSSE NEW: you have to be serious
03/22/2021, 06:29 ‐ David: We’re OK
03/22/2021, 06:29 ‐ BO RUSSE NEW: we're going to keep on rolling like crazy. everyone else is going to get
put to bed
03/22/2021, 06:29 ‐ BO RUSSE NEW: history repeats itself
03/22/2021, 06:30 ‐ David: He still has his own room in Birzha and twice as much in real estate 3 properties
at 45, he's good when you see the guys properly
03/22/2021, 06:30 ‐ BO RUSSE NEW: yes it really is crazy
03/22/2021, 06:30 ‐ BO RUSSE NEW: but you have to be careful
03/22/2021, 06:30 ‐ BO RUSSE NEW: the rise is 3 or 5 yeas
03/22/2021, 06:31 ‐ BO RUSSE NEW: years
03/22/2021, 06:31 ‐ BO RUSSE NEW: the decline is 15 days
03/22/2021, 06:32 ‐ David: His shack in Germany he bought for 500 10 years ago it is worth 1 and DUB he
put 1 in with credit in his passiolok
03/22/2021, 06:32 ‐ David: On 1 even at minus 20 it will take them back
03/22/2021, 06:32 ‐ David: But yes, the drop goes quickly, and that's what I expect from Tesla
03/22/2021, 06:35 ‐ BO RUSSE NEW: you have to stay calm. that’s what you tell me all the time
03/22/2021, 06:25 ‐ BO RUSSE NEW: should not have fomo at this level
03/22/2021, 06:36 ‐ BO RUSSE NEW: you’ve seen the days in goes down
03/22/2021, 06:36 ‐ BO RUSSE NEW: you have 1 little week like that
03/22/2021, 06:36 ‐ BO RUSSE NEW: only one week
03/22/2021, 06:36 ‐ BO RUSSE NEW: and 70% of the market is dead
03/22/2021, 06:37 ‐ David: Yes but that was a 100% pure casino speculation
03/22/2021, 06:37 ‐ David: Like when I launched gamestop again
03/22/2021, 06:38 ‐ David: I'm going to name the volume, the results are on the 23rd, it's going to take a
beating and go straight back out the window, I think there's a ticket up for grabs
03/22/2021, 06:39 ‐ David: <Media omitted>
03/22/2021, 06:40 ‐ David: Can you find that for me?

03/22/2021, 06:40 ‐ David: It’s so long ago
03/22/2021, 06:40 ‐ BO RUSSE NEW: that’s exactly it… it has nothing to do with the investment
03/22/2021, 06:41 ‐ BO RUSSE NEW: and you don't do it on the sums processed
03/22/2021, 06:41 ‐ David: That's true, but when you've gotten some nice tickets, adding a little something
is never a bad thing
03/22/2021, 06:41 ‐ BO RUSSE NEW: it’s good for Barbeul who makes 15k and gets bent over backwards
03/22/2021, 06:41 ‐ David: No I’m talking 50 100k I’m not going to put 5 bar on it
03/22/2021, 06:41 ‐ David: Well, we're a long way from that
03/22/2021, 06:41 ‐ BO RUSSE NEW: I’m looking
03/22/2021, 06:48 ‐ BO RUSSE NEW: black bottle?
03/22/2021, 06:48 ‐ David: This is the one that Vassily brought to the pre‐dinner drinks ‐ it was just as crazy
as the rose or minuty.
03/22/2021, 06:49 ‐ David: This is the competition category
03/22/2021, 06:49 ‐ David: Look at what you have
03/22/2021, 06:53 ‐ BO RUSSE NEW: ok
03/22/2021, 06:54 ‐ David: The ail day where dad took these dates is JBR in the bar opposite you?
03/22/2021, 06:57 ‐ BO RUSSE NEW: yes
03/22/2021, 06:57 ‐ BO RUSSE NEW: opposite sidewalk
03/22/2021, 06:57 ‐ BO RUSSE NEW: you have to go up the double staircase
03/22/2021, 06:57 ‐ David: At the top I can see where I’m going to park
03/22/2021, 06:59 ‐ BO RUSSE NEW: TTTTTESTING
03/22/2021, 07:02 ‐ David: Yes that’s the most practical
03/22/2021, 07:02 ‐ David: I just checked for Tonay

03/22/2021, 07:03 ‐ BO RUSSE NEW: they won’t be coming in the end
03/22/2021, 07:03 ‐ BO RUSSE NEW: we’re staying in Mougin
03/22/2021, 07:03 ‐ BO RUSSE NEW: we don’t have to pay
03/22/2021, 07:18 ‐ David:

03/22/2021, 09:44 ‐ David: For the time being, there's not much to put on levels other than the fact that
the volume is rising, so it's not bad for small transactions
03/22/2021, 09:46 ‐ BO RUSSE NEW: yes that’s it
03/22/2021, 09:46 ‐ BO RUSSE NEW: it enables great small tickets
03/22/2021, 09:46 ‐ BO RUSSE NEW: at good levels
03/22/2021, 10:10 ‐ David: Yes
03/22/2021, 10:10 ‐ BO RUSSE NEW: great I’m buying it
03/22/2021, 10:10 ‐ BO RUSSE NEW: The Emirates are reactive
03/22/2021, 10:11 ‐ David: They mean business
03/22/2021, 16:09 ‐ David: https://youtu.be/tFE8a0Rcpbg
03/22/2021, 16:09 ‐ David: They two assholes like it
03/22/2021, 16:11 ‐ BO RUSSE NEW: I’m surprised

03/22/2021, 16:11 ‐ BO RUSSE NEW: I’m choosing the one Carlos has in style
03/22/2021, 16:12 ‐ David: Charles Cab for me and Zaune for Titi
03/22/2021, 16:12 ‐ David: we’ll have both
03/22/2021, 16:13 ‐ BO RUSSE NEW:
03/22/2021, 16:13 ‐ BO RUSSE NEW: if it’s going to JP of course

03/22/2021, 16:18 ‐ David: Yeah or to Game stop it will be much quicker to execute if I have a Bill Gross
03/23/2021, 06:03 ‐ David: Price Reduced | Upgraded Duplex | Stunning Views
https://www.bayut.com/property/details‐4935310.html
03/23/2021, 06:17 ‐ BO RUSSE NEW: wow, it’s starting to be nice on the surface
03/23/2021, 06:17 ‐ BO RUSSE NEW: which tower is it?
03/23/2021, 06:18 ‐ BO RUSSE NEW: the ones where we picked up the Cali?
03/23/2021, 06:22 ‐ BO RUSSE NEW: did you sell the gme Bro?
03/23/2021, 06:31 ‐ David: Yes
03/23/2021, 06:31 ‐ David: Better still, they're right in front, with marina access.
03/23/2021, 06:32 ‐ David: I'll take you from the other side
03/23/2021, 06:32 ‐ David: Nakheel Mall walking distance away from the parking
03/23/2021, 06:58 ‐ BO RUSSE NEW: great
03/23/2021, 06:59 ‐ BO RUSSE NEW: wow
03/23/2021, 11:24 ‐ David: https://lexpansion.lexpress.fr/actualite‐economique/enquete‐les‐spac‐
nouveaux‐joujoux‐de‐la‐finance_2147086.html
03/23/2021, 13:15 ‐ David: “Bitcoin is going to explode to $300,000 and then crash 90% in a new Crypto
Winter”
https://fr.investing.com/news/cryptocurrency‐news/le‐bitcoin‐pourrait‐bondir‐a‐300000‐avant‐
une‐chute‐de‐90‐et‐un‐nouvel‐hiver‐crypto‐2010553
03/23/2021, 13:15 ‐ David: If we managed to put that in place
03/23/2021, 13:17 ‐ BO RUSSE NEW: the bullshit

03/23/2021, 13:27 ‐ BO RUSSE NEW: they’re doing my head in
03/23/2021, 13:27 ‐ BO RUSSE NEW: I've been shit at Crypto from the start
03/23/2021, 21:52 ‐ David: https://pub.webull.com/us/news‐
html/d471d3dff69c470b9323f77ef318bd0b.html?theme=1&_v=1&color=1&hl=en&sp=1&_v=1&theme=1
&color=1&hl=en&theme=1
03/23/2021, 21:53 ‐ David: And it’s going up to 600

03/23/2021, 21:53 ‐ David: https://pub.webull.com/us/news‐
html/0f431080e0274d968b50ee296ca28ebc.html?theme=1&_v=1&color=1&hl=en&sp=1&_v=1&theme=
1&color=1&hl=en&theme=1
03/24/2021, 06:40 ‐ BO RUSSE NEW: it’s not ugly but it’s clearly not worth that
03/24/2021, 06:40 ‐ David: Should have done much much more
03/24/2021, 06:41 ‐ David: Guys told me u master better
03/24/2021, 06:41 ‐ David: Than katy
03/24/2021, 06:41 ‐ David: We’re going to put 80 nominal coins
03/24/2021, 06:41 ‐ David: With the vol
03/24/2021, 06:41 ‐ BO RUSSE NEW: already great for having striked
03/24/2021, 06:42 ‐ David: It’s off back at 3
03/24/2021, 06:42 ‐ BO RUSSE NEW: nothing can be achieved in 1 day
03/24/2021, 06:42 ‐ David: If you close yes

03/24/2021, 06:42 ‐ David: No stress
03/24/2021, 06:42 ‐ David: I’m putting it back
03/24/2021, 06:44 ‐ BO RUSSE NEW: we'll see when the markets open. it's still nauseating
03/24/2021, 15:14 ‐ BO RUSSE NEW: how many car shares are there after the Dillu?
03/24/2021, 15:15 ‐ David: There should be 14
03/24/2021, 15:16 ‐ BO RUSSE NEW: so 100 that should be easy
03/24/2021, 15:22 ‐ David: Of course
03/24/2021, 15:26 ‐ BO RUSSE NEW: hardos the rynok
03/24/2021, 15:32 ‐ David: Yeah
03/24/2021, 15:34 ‐ David: It doesn’t want to
03/24/2021, 15:34 ‐ BO RUSSE NEW: yes fuck I saw
03/24/2021, 15:35 ‐ BO RUSSE NEW: they definitely have a plan or an announcement with Betsy
03/24/2021, 15:35 ‐ BO RUSSE NEW: They are going to release the first US figures
03/24/2021, 15:35 ‐ BO RUSSE NEW: I can't see any other way
03/24/2021, 15:35 ‐ BO RUSSE NEW: Soft, third point, they're not coming in to be bent straight away
03/24/2021, 15:38 ‐ David: But they came in lower
03/24/2021, 15:40 ‐ BO RUSSE NEW: No
03/24/2021, 15:40 ‐ BO RUSSE NEW: $10
03/24/2021, 15:41 ‐ BO RUSSE NEW: it’s the same story as Spac
03/24/2021, 15:41 ‐ BO RUSSE NEW: they placed for 650m
03/24/2021, 15:42 ‐ BO RUSSE NEW: at the same level as the Spac
03/24/2021, 16:01 ‐ David: As long as it’s green
03/24/2021, 16:02 ‐ BO RUSSE NEW: yes it keeps you waiting
03/24/2021, 16:19 ‐ BO RUSSE NEW: did you send it on GME

03/24/2021, 16:56 ‐ David: Yes
03/24/2021, 17:57 ‐ David: I went back on April 23 with 470 in strike
03/24/2021, 17:57 ‐ David: 525k
03/24/2021, 17:57 ‐ David: Did I tell you I am going to look for the apartment!!! I’m going to get us 2 dols
03/24/2021, 18:01 ‐ BO RUSSE NEW: so great for you Bro
03/24/2021, 18:01 ‐ BO RUSSE NEW: we’ll monitor that on Dub
03/24/2021, 18:01 ‐ BO RUSSE NEW: Awesome
03/24/2021, 18:05 ‐ David: You know once it's good they'll be kissing my ass and telling me you know it can
go up to 1,000 and respond you know it can go down to 3 too....the only way you'll ever fail is by doing
nothing....
03/24/2021, 18:05 ‐ BO RUSSE NEW: yes that’s true
03/24/2021, 18:05 ‐ BO RUSSE NEW: JP can go up to 300 but can go down to 3
03/24/2021, 18:05 ‐ BO RUSSE NEW: that’s what’s great
03/24/2021, 18:09 ‐ David: Exactly
03/24/2021, 18:23 ‐ David: Bionano
03/24/2021, 18:23 ‐ David: Jumia
03/24/2021, 18:23 ‐ David: I think it's a very good strategy that Ion is making
03/24/2021, 18:30 ‐ David: I want to put down some quick stuff because I think it's going to crack under
100 quickly.
03/24/2021, 18:38 ‐ BO RUSSE NEW: yes it’s brutal
03/24/2021, 19:30 ‐ David: https://www.reuters.com/article/us‐usa‐stocks‐gamestop‐research/jefferies‐
dramatically‐increases‐gamestop‐price‐target‐idUSKBN2BG2PQ
03/24/2021, 19:41 ‐ BO RUSSE NEW: that's when you realize that analysts are shit in a can
03/24/2021, 19:41 ‐ BO RUSSE NEW: The guy goes from 15 to 175
03/24/2021, 19:41 ‐ BO RUSSE NEW:

03/24/2021, 19:41 ‐ David: Of course
03/24/2021, 19:41 ‐ BO RUSSE NEW: after the fact
03/24/2021, 19:41 ‐ BO RUSSE NEW: as usual
03/24/2021, 19:42 ‐ David: But that's good, it'll calm the barbarians down
03/24/2021, 19:43 ‐ BO RUSSE NEW: yes
03/24/2021, 19:43 ‐ BO RUSSE NEW: seriously
03/24/2021, 20:13 ‐ David: I’m going to try squeeze like a crazy person
03/24/2021, 20:14 ‐ David: I really would have made a crazy turnaround on this transaction I hope.
03/24/2021, 20:34 ‐ BO RUSSE NEW: Crazy.
03/24/2021, 20:35 ‐ BO RUSSE NEW: Tesla isn’t bad either
03/24/2021, 20:35 ‐ David: As long as it’s above 100 there is a way to strike
03/24/2021, 20:36 ‐ David: Seriously
03/24/2021, 20:36 ‐ David: I think we can quickly recover 2‐3 coins on Gamestop
03/24/2021, 20:36 ‐ David: Given the volumes and the levels
03/24/2021, 20:37 ‐ BO RUSSE NEW: what do you want to put on the strike
03/24/2021, 20:37 ‐ David: The only thing is that there won't be any open sales of barbarians on it, because
the guys will be too scared
03/24/2021, 20:37 ‐ David: And also they are going to make an AC
03/24/2021, 20:38 ‐ David: My minimum is 450
03/24/2021, 20:39 ‐ David: But we can put 400 or 350 by taking more or fewer contracts
03/24/2021, 20:39 ‐ David: But there is a volume at 270 350 depending on the maturities
03/24/2021, 20:42 ‐ BO RUSSE NEW: it’s crazy I’m reading the WS bet
03/24/2021, 20:42 ‐ David: What are they saying?
03/24/2021, 20:42 ‐ BO RUSSE NEW: all the guys are saying buy buy buy the dip
03/24/2021, 20:42 ‐ BO RUSSE NEW: they’re hotter than ever
03/24/2021, 20:43 ‐ David: Scum bags
03/24/2021, 20:43 ‐ David: A company that loses 500 bars, has lost half its turnover in two years and is
going to raise funds .....
03/24/2021, 20:44 ‐ David: I’ve chosen my side, will see next month!!!
03/24/2021, 20:44 ‐ BO RUSSE NEW: I don’t understand why they’re still talking about shortsqueez
03/24/2021, 20:44 ‐ BO RUSSE NEW:

03/24/2021, 20:44 ‐ BO RUSSE NEW: it’s over there’s no more short
03/24/2021, 20:45 ‐ BO RUSSE NEW: yes I think at worst they bring it to 200
03/24/2021, 20:46 ‐ BO RUSSE NEW: <Media omitted>
03/24/2021, 20:46 ‐ BO RUSSE NEW: I think there are many who are no longer understand anything
03/24/2021, 20:47 ‐ BO RUSSE NEW: there is Cohen who is working to try and transform the company
03/24/2021, 20:47 ‐ BO RUSSE NEW: but already to keep it at those levels you have to work
03/24/2021, 20:55 ‐ David: That's it
03/24/2021, 20:55 ‐ David: Obviously it was worth 10....
03/24/2021, 20:55 ‐ David: 3 5 20
03/24/2021, 20:56 ‐ David: And already at 40 the guys were saying it’s expensive…
03/24/2021, 20:56 ‐ BO RUSSE NEW: seriously
03/24/2021, 20:56 ‐ BO RUSSE NEW: putting it with the security is great

03/24/2021, 20:59 ‐ David: At 120 it already fell…
03/24/2021, 20:59 ‐ BO RUSSE NEW: yes it’s brutal
03/24/2021, 20:59 ‐ David: It pisses me off I just had time to put 500 contracts on today because I had to
take out Boeing and the unib to make room
03/24/2021, 21:01 ‐ BO RUSSE NEW: that’s already crazy
03/24/2021, 21:02 ‐ BO RUSSE NEW: there will still be days when it picks up 10 or 20%
03/24/2021, 21:02 ‐ BO RUSSE NEW: the volume is violent on the rynoks now
03/24/2021, 21:02 ‐ BO RUSSE NEW: it’s going to continue
03/24/2021, 21:04 ‐ David: But I want to structure something quick and efficient
03/24/2021, 21:04 ‐ David: It’s gunshots now
03/24/2021, 21:04 ‐ David: You do the right thing and it’s settled 2 coins taken
03/24/2021, 21:05 ‐ David: Then you can wait for something else
03/24/2021, 21:15 ‐ BO RUSSE NEW: yes
03/24/2021, 21:18 ‐ David: I’m going to refine it tomorrow
03/24/2021, 21:18 ‐ BO RUSSE NEW: if things calm down a bit
03/24/2021, 21:18 ‐ BO RUSSE NEW: it will get bought again
03/24/2021, 21:18 ‐ David: We don't even care as long as it pays off on a nice level....
03/24/2021, 21:19 ‐ David: I would even tell you 250 you should go for it when you smashed the guys
03/24/2021, 21:19 ‐ David: Bionano and jumia to be seen
03/24/2021, 21:20 ‐ BO RUSSE NEW: it dampens a lot of guys every time it drops
03/24/2021, 21:20 ‐ David: Yes
03/24/2021, 21:20 ‐ David: Good night have a look tomorrow
03/24/2021, 21:20 ‐ BO RUSSE NEW: Bionano was the exit last week?
03/24/2021, 21:20 ‐ David: Yes the strike 7
03/24/2021, 21:21 ‐ BO RUSSE NEW: yes it will pay for a ticket on Friday
03/24/2021, 21:21 ‐ David: There is only cureva at 16.04 but we’ll have to see if it comes out or not to
maximize the thing
03/24/2021, 21:21 ‐ David: I’m only putting Game the vol has to be used
03/24/2021, 21:22 ‐ BO RUSSE NEW: Curevac is a great company and they are going to have the EU
agreement
03/24/2021, 21:22 ‐ David: Yes but shitty vol compared to GMe
03/24/2021, 21:22 ‐ BO RUSSE NEW: yes that’s true

03/24/2021, 21:28 ‐ David: So you've got to hit it hard
03/24/2021, 21:28 ‐ David: Zouba Bro
03/24/2021, 21:29 ‐ David: Minus 4 again in after
03/24/2021, 22:05 ‐ BO RUSSE NEW:
EXHIBIT 5
Page 1
1 IN THE UNITED STATES DISTRICT COURT

2 DISTRICT OF COLUMBIA
3 In Re Bed Bath & Beyond Case No.
4 Corporation Securities 1:22-cv-02541-TNM
5 Litigation
6 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
7
8
9 VIDEO DEPOSITION OF
10 MATTHEW CAIN, Ph.D.
11
12
13 April 4, 2024
14 9:06 a.m. Central
15 Pomerantz
16 10 South LaSalle Street
17 Chicago, Illinois
18
19
20 Stenographically Reported By:
21 Deanna Amore - CRR, RPR, CSR - 084-003999
22
23
24
25

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 10 Page 12
1 anything to do with market efficiency in the 1 So if a number of investors are betting
2 context of a securities class action? 2 that the stock price is going to fall and the stock
3 A. Those two studies are not related to 3 price starts increasing, they may have to post
4 securities class actions even though they involve 4 collateral or meet margin requirements or they may
5 companies that may have been subject to securities 5 wish to exit their short positions entirely due to
6 class action and event studies looking at 6 losses that they are incurring, but when they go
7 information, but I don't believe either of those 7 out to try to acquire shares to close out those
8 studies were focused on securities class action 8 short positions or post collateral for margin
9 cases. 9 requirements, there's a shortage of shares, and
10 Q. Okay. Anything else? 10 that can cause an increase in demand for purchasing
11 A. There may be some of the other studies in 11 the stock, and that increase in the demand for
12 here in which I've employed event studies, but I'd 12 shares can push the stock price higher.
13 have to go back and review those to refresh my 13 And that's essentially what we're talking
14 recollection. 14 about with a short squeeze.
15 Q. Are any of your publications about meme 15 Q. Okay. A short squeeze can artificially
16 stocks? 16 inflate the price of a security for a period of
17 A. None of these publications were, no. 17 time?
18 Q. Have you ever published anything about 18 A. That is possible, yes.
19 meme stocks? 19 Q. Because there's this artificial pressure
20 A. I was a co-author on a white paper that 20 to buy the stock, and there's also an absence of
21 was sent to the Securities & Exchange Commission 21 more short sellers because they can't borrow the
22 that involved GameStop, but that was not a 22 stock, and the result of those dynamics pushes the
23 publication. 23 price of the stock up?
24 Q. Which white paper was that? 24 A. That's one possibility, yes.
25 A. I don't recall the title of it. 25 Q. And, typically, that dynamic doesn't last
Page 11 Page 13
1 Q. And what was the -- what was the focus of 1 forever; correct?
2 the paper? 2 A. That is correct, yes.
3 A. The focus of the letter to the SEC was -- 3 Q. And, typically, when that dynamic has
4 the SEC had conducted an analysis of GameStop and 4 ceased to be occurring, the artificially inflated
5 the movements in the stock price during a period of 5 share price would then decline?
6 time in which it was potentially viewed as a meme 6 A. Typically, if there is, in fact, a short
7 stock and potentially viewed as subject to a short 7 squeeze that has pushed the price up, then when
8 squeeze. 8 that short squeeze is alleviated, the stock price
9 The SEC reached certain conclusions. 9 can come back down, yes.
10 I believe one of those conclusions was that it had 10 Q. And this dynamic of artificially inflating
11 not succumbed to a short squeeze, and we felt that 11 the price of the stock, those price movements are
12 the SEC had missed some of the data that was 12 generally not regarded as being grounded in the
13 necessary to answer the question that they were 13 fundamentals of the company. They are grounded in
14 trying to answer and that if you took a more 14 this temporary market dynamic; is that fair?
15 appropriate view of the relevant data, that there 15 A. I think it probably depends on the
16 was evidence that the company had been subject to a 16 specific company or the specific circumstances. So
17 short squeeze. 17 I think it would be difficult to generalize in
18 Q. What is a short squeeze? 18 terms of that question.
19 A. Generally speaking, a short squeeze is 19 Q. You may have short sellers that are
20 when a company's stock prices can be pushed higher 20 shorting the stock because they think the
21 because a number of people have engaged in short 21 fundamentals don't support the share price; is that
22 selling of the company's stock, and there may be a 22 fair?
23 liquidity crunch or an inability of investors to go 23 A. You can definitely have some investors
24 out and acquire shares to cover their short 24 that feel that way, yes.
25 positions. 25 Q. But when a short squeeze is happening, the
4 (Pages 10 - 13)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 14 Page 16
1 price is going up not because of some information 1 in a more general sense that just an increase in
2 about the company's performance, it's going up 2 the stock price, whether that's due to fundamentals
3 because of this market dynamic of short sellers 3 or not, can still have an effect on inflicting
4 being forced to buy to cover their position? 4 losses on short sellers or squeezing the -- quote,
5 A. Well, it depends. That can be one 5 "squeezing the shorts."
6 possibility, but it's not the only possibility. 6 BY MR. FARINA:
7 There can be -- and, actually, I would say 7 Q. Now, short sellers are not permitted to
8 frequently, if not universally, there can be 8 engage in naked shorting of a stock; correct?
9 divergence of opinions within any given company's 9 A. I'm not an expert on the evolving
10 investors. So you may have some investors who 10 landscape of securities litigation -- securities
11 believe the company is overvalued relative to 11 regulations involving naked short selling. I know
12 fundamentals, but you may have other investors who 12 that I've read in the past articles about naked
13 believe it represents a buying opportunity. So 13 short selling. I know that -- I believe that the
14 just that divergence of opinion can cause different 14 regulations have evolved over time, but I'm not up
15 types of stock price movements. 15 to date on where things stand in terms of the
16 Q. So shareholders could be buying and 16 regulatory environment involving naked short
17 selling securities for completely different 17 selling.
18 reasons? 18 Q. But if you're going to sell a stock short
19 A. Correct. 19 as opposed to buying a put or something like that,
20 Q. But the concept of a short squeeze, by 20 but actually sell a common security short, you need
21 definition, is that there is an unusual number of 21 to be able to borrow that security; correct?
22 buyers that are being forced to buy or compelled to 22 A. That is generally consistent with my
23 buy because they've shorted the stock and need to 23 understanding of how short selling works.
24 cover their position? 24 Q. And when the short interest in a
25 A. That is one possibility, yes. 25 particular security reaches a certain level, it may
Page 15 Page 17
1 Q. Isn't that definitionally what a short 1 become difficult or prohibitively expensive to
2 squeeze is, is this buying activity that's caused 2 borrow the stock that's shorted; correct?
3 by short sellers being compelled to buy the stock 3 A. I've seen different dynamics play out when
4 to close out positions and cover losses? 4 the utilization approaches 100 percent of an
5 MR. JAFRI: Objection. Form. 5 available float or shares available to short.
6 THE WITNESS: Well, again, I think that's one 6 Sometimes the cost to short increases. I've seen
7 possibility, but it's not the only possibility. 7 it range from a few percentage points to up to over
8 So, for example, in this case, I've got a 8 500 percent in terms of an annual cost of shorting.
9 footnote somewhere in the report where I reviewed 9 So I think that when you say it's
10 media articles, I think, for about a year leading 10 "prohibitively costly," that's sort of a relative
11 up to the class period, and throughout that time, 11 and a subjective term because some investors may be
12 there were people talking about potential short 12 willing to pay 500 percent to short a stock,
13 squeezes for the company, and you see this for 13 whereas other investors may not be willing to pay
14 other companies as well. 14 even 10 percent. So there could be variation
15 People are frequently talking about short 15 across investors and the extent to which they would
16 squeezes and the stock price going up and how 16 view that as prohibitively costly.
17 that's going to squeeze the shorts, but the stock 17 Q. What about simply not having enough supply
18 price can increase due to fundamentals. It can 18 to be able to borrow the stock to short it?
19 increase due to fundamental information or positive 19 A. My general understanding is that if there
20 information about the company and that can still 20 is no available supply for short positions -- for
21 squeeze the shorts. 21 new short positions to be opened, then those
22 So I think when you look at colloquially 22 investors would be prevented from initiating their
23 the way that people talk about short squeezes, one 23 short positions.
24 way they talk about it is the way that you defined 24 Q. Do you hold yourself out as an expert on
25 it, but you also see other people talking about it 25 short squeezes?
5 (Pages 14 - 17)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 18 Page 20
1 A. I guess I would say that my expertise is 1 component of the information environment that I was
2 in financial economics, and so that would include a 2 starting to describe to you.
3 lot of things that would fall under that umbrella, 3 Q. Putting aside the commentary, what about
4 which would include stock price behavior. So 4 the actual metrics? The actual data?
5 I think to the extent short squeezes fall under 5 What data would you look at if you wanted
6 that umbrella, I would include that in my area of 6 to study whether or not a short squeeze was
7 expertise. 7 occurring?
8 Q. I understand that you're an economist -- 8 A. I would probably look at a combination of
9 and I'm not questioning that -- but that's a pretty 9 factors which would include, again, the -- I would
10 big area, and you don't think you're an expert in 10 consider the information environment part of the
11 every aspect of economics, do you? 11 data. So I know you wanted to set that aside, but
12 A. No, I don't. 12 I still think that's part of the data that I would
13 Q. Okay. And we were talking a moment ago 13 include.
14 about some of the regulations related to short 14 Q. Can I just ask, by information
15 squeezes, and you said that you were not -- not 15 environment, do you mean what people are saying as
16 your words -- up to speed. 16 to whether or not there's a short squeeze?
17 A. I'm not a legal expert is, I guess, the 17 A. That's part of it, yes.
18 way that I would describe that. 18 When I talk about information environment
19 Q. You're not a legal expert, are you? 19 for any company, I'm talking about analyst reports,
20 A. I'm not. 20 the financial media, financial press, other
21 Q. And you're not a lawyer, are you? 21 potentially relevant evidence from message boards,
22 A. I'm not. 22 or sometimes that could include what people are
23 Q. Okay. So let me ask how -- how would an 23 saying on postings and Seeking Alpha or Reddit or
24 economist determine whether a security is in the 24 other forums, but I also sometimes take that with a
25 midst of a short squeeze? How would one go about 25 grain of salt because you get a lot of random
Page 19 Page 21
1 doing that? 1 people saying things.
2 A. Well, I think there are different 2 Q. Can I just follow up on that?
3 approaches that one could take. So one starting 3 So analyst reports, press coverage,
4 point could be to review the information 4 message boards, that's at least part of your
5 environment to see what the professional investors 5 information environment; correct?
6 are saying in sort of real time, or, if we're 6 A. It can be.
7 looking historically ex post, what were 7 Q. And you're looking to see whether or not
8 professional investors saying, what were data 8 at least those sources are saying that there's a
9 providers -- so, for example, S3 Analytics provides 9 short squeeze, and that would be probative of
10 updates on -- they provide commentary on the market 10 whether there was a short squeeze?
11 for short squeezes. They also provide data, which 11 A. Well, it can be.
12 I subscribe to, on utilization rates or 12 Like I said, in this case, for example,
13 cost-to-borrow rates, things like that. 13 for at least a year leading up to the actual class
14 Q. And a lot of those metrics are indicative 14 period, people were talking about Bed Bath & Beyond
15 or can be indicative of whether a short squeeze is 15 as a short squeeze candidate. So just because
16 occurring? 16 people talk about that doesn't mean that it
17 A. Well, I would say that it can be useful 17 actually was subject to a short squeeze because we
18 evidence to evaluate. 18 see that ongoing type of commentary for a number of
19 I would say that, in my experience, S3 19 companies over long periods of time even though it
20 Analytics, for example, is -- I would say they're 20 may not be true. So it can be a component.
21 frequently calling or talking about or speculating 21 Again, for me, when I evaluate a company,
22 on short squeezes generally. So I would not base 22 a starting point is to understand the information
23 my opinion or decision or conclusion or analysis 23 environment, but just because somebody says that a
24 exclusively on what S3 says in terms of their 24 company is going through a short squeeze right now
25 commentary, but that can be one -- again, one 25 does not necessarily mean that it's the case, but
6 (Pages 18 - 21)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 22 Page 24
1 it can be informative. 1 back up, this footnote refers to a sentence up
2 Q. All right. There's a difference, though, 2 above in paragraph 105 where I explain that even
3 between a company being a short squeeze candidate 3 throughout the analysis period, people talked about
4 and a company actually undergoing a short squeeze; 4 Bed Bath & Beyond as both a potential meme stock
5 correct? 5 and a short squeeze candidate.
6 A. I -- well, I guess it depends on how 6 So I did review -- I'm sure you can see
7 you're evaluating it, but, like, even in this case, 7 from the Cammer 5 analysis, there's a component
8 historically, I saw some people say that they felt 8 there that includes looking at the news that came
9 that Bed Bath & Beyond was experiencing a short 9 out over the analysis period. So I did skim
10 squeeze, but that doesn't necessarily mean it's the 10 through the news, and I gave a couple of examples
11 case. 11 in this footnote. These are not the only examples
12 Q. At what point in time? 12 of news stories that talked about potential meme
13 A. So I'll turn to -- I've got a footnote in 13 stock or potential short squeeze candidates. Some
14 here I'll try to find. So it's Footnote 104 on 14 of the analyst reports also talk about that, but
15 page 37. 15 these are just a couple of examples I was using to
16 Q. Yep. 16 illustrate what I've been talking about.
17 A. So if you look in the middle of the 17 BY MR. FARINA:
18 paragraph of Footnote 104, it says -- there's a 18 Q. But you, yourself, didn't study whether
19 Dow Jones Institutional News article published on 19 there was, in fact, a short squeeze in
20 November 3, 2021, commenting on a partnership 20 Bed Bath & Beyond securities at any point in your
21 between Bed Bath & Beyond and Kroger. It says 21 analysis period or the class period?
22 "Tuesday's deal may have spurred a short squeeze, 22 MR. JAFRI: Objection. Form.
23 forcing hedge funds that had bet against the stock 23 THE WITNESS: I've not attempted to form any
24 to buy back their shares to cut losses. After 24 opinions. Again, I've looked at the types of
25 peaking above 106 percent in after-hours trading, 25 evidence I've talked about, which do relate to
Page 23 Page 25
1 shares ended the extended session up 67 percent." 1 potential for a short squeeze, but my goal was not
2 So I think this is an example of what I've 2 to form any opinions on yes or no, whether or not
3 been talking about how sometimes people will look 3 the company was, in fact, subject to a short
4 at a very large increase in the stock price that 4 squeeze.
5 occurred in response to information coming out and 5 BY MR. FARINA:
6 then talk about this representing a potential short 6 Q. Apart from the informational environment,
7 squeeze inflicting losses on short sellers. 7 looking at press reports and message boards and
8 Q. Did you do anything to study whether or 8 analyst reports, what actual data would you want to
9 not there was a short squeeze in 9 analyze as an economics expert to determine whether
10 early November of 2021? 10 or not a stock was undergoing a short squeeze?
11 A. No, I've not actually formed any opinions 11 MR. JAFRI: Objection. Form.
12 on whether Bed Bath & Beyond was subject to a short 12 THE WITNESS: So I think if I were to ask that
13 squeeze at any point in time. 13 question after studying the information environment
14 Q. At any point in time including the class 14 and all of those things, I would also look at stock
15 period? 15 prices, trading volume, options, data, potentially
16 A. Correct. 16 short -- short related data such as utilization or
17 Q. Is what's reflected in Footnote 104 the 17 borrowing costs, things of that nature.
18 extent to which you did anything to examine whether 18 BY MR. FARINA:
19 or not Bed Bath & Beyond was undergoing a short 19 Q. I'm going to ask you to give those to me
20 squeeze at any point in time? 20 again. Let's go through them one at a time.
21 MR. JAFRI: Objection. Asked and answered. 21 Stock prices, how would you look at stock
22 THE WITNESS: Well, so, again, I've not 22 prices? You'd like to see if the stock was going
23 attempted to form any opinions on whether or not 23 up in some unusual way?
24 Bed Bath & Beyond was subject to a short squeeze, 24 A. Well, I think all of these -- in terms of
25 but I did review -- I guess I should -- just to 25 the how, I would look at the data, that would be
7 (Pages 22 - 25)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 30 Page 32
1 BY MR. FARINA: 1 Q. How about short interest? Is that
2 Q. Right. 2 something you would look at?
3 But to the extent you're going to look at 3 A. Potentially, yes.
4 those -- at that data and that's included in the 4 Q. And I think this is related to
5 list of the data that you said you'd look at, what 5 availability, but the borrowing cost, that's
6 you'd be looking at as a potential indicator of a 6 something you would look at?
7 short squeeze would be an increase in volatility, 7 A. Yes.
8 not a decrease in volatility; correct? 8 Q. And these things that we've been talking
9 MR. JAFRI: Objection. Form. 9 about, when you get back to the informational
10 THE WITNESS: I don't -- I don't think I ever 10 environment and what the press says and what the
11 committed to that. 11 analysts say, these are the types of things that
12 BY MR. FARINA: 12 the analysts and the press look at when they're
13 Q. To volatility as a potential indicator of 13 forming their own judgments about whether a short
14 a short squeeze? 14 squeeze is occurring; correct?
15 A. No, I don't think I committed to a 15 A. You know, I think I'd have to speculate in
16 directional or directional component of changes in 16 terms of opining on exactly what analysts are
17 volatility as indicative. 17 looking at in their reports.
18 Q. I'll ask you that way then. 18 Q. How about this then: When they're
19 If you were looking -- if you were going 19 offering their views as to whether or not there is
20 to speak of a directional component, looking at 20 a short squeeze occurring, isn't it true that the
21 this data as a potential indicator of a short 21 things that we've been talking about are the types
22 squeeze, I take it you would be looking at the 22 of things that they point to in their publications
23 price going up rather than the price going down as 23 as indicators of a short squeeze?
24 an indicator of a short squeeze, at least the 24 MR. JAFRI: Objection. Form.
25 squeeze part of the short squeeze; right? 25 THE WITNESS: I think sometimes they talk about
Page 31 Page 33
1 MR. JAFRI: Objection. Form. 1 some of these things.
2 THE WITNESS: Typically, if a short squeeze is 2 BY MR. FARINA:
3 actually occurring, then we would typically see an 3 Q. Okay. Can a short squeeze cause the
4 increase in the stock price when the short squeeze 4 market for a particular security to be inefficient
5 is occurring, yes. 5 for a period of time?
6 BY MR. FARINA: 6 A. I think it depends. So it depends on
7 Q. All right. That's -- that's helpful. 7 whether that company's stock price is no longer
8 I'll ask it that way then. 8 responding to information. So there could be times
9 And, typically, if a short squeeze is 9 when that might happen, and there can be other
10 occurring, you would also see an increase in 10 times when the short squeeze itself is just one
11 volume; correct? 11 other type of information, but the company's stock
12 A. I think it would be depend on the 12 price is still incorporating and reflecting other
13 circumstances for any given company. 13 types of information.
14 Q. Okay. And, typically, if a short squeeze 14 Q. Okay. But it is possible that because of
15 were occurring, you would see an increase in 15 a short squeeze and the impact that it's having on
16 volatility? 16 prices, regardless of information, that a short
17 A. Again, I think that would probably depend 17 squeeze can cause the market for a particular
18 on the individual company. 18 security to be inefficient for a period of time?
19 Q. Okay. And how about looking at the 19 MR. JAFRI: Objection. Form.
20 available remaining stock that can be borrowed by 20 THE WITNESS: I think hypothetically there can
21 shorts? Is that something you would look at as a 21 be times when stock may not trade efficiently and
22 potential environmental factor or indicator of a 22 that could include times when they are subject to
23 short squeeze? 23 short squeezes.
24 A. I think that is one component that I would 24 BY MR. FARINA:
25 consider, yes. 25 Q. A particular security might trade at one
9 (Pages 30 - 33)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 34 Page 36
1 point efficiently or in an efficient market and at 1 it kind of depends on the circumstances.
2 some other point not trade in an efficient market; 2 BY MR. FARINA:
3 correct? 3 Q. Understood.
4 A. I think, generally speaking, that is 4 But in a classic short squeeze, what
5 possible. 5 people think of when they think of a short squeeze,
6 Here, I want to make clear for the period 6 is the stock goes up some dramatic amount over a
7 that I've analyzed for Bed Bath & Beyond, I've 7 short period of time but quite typically, in that
8 concluded it traded efficiently both through the 8 circumstance, would then revert back to where it
9 analysis period and the class period, but I'm not 9 was before the short squeeze?
10 providing any opinions outside of that analysis 10 A. Well, as long as nothing else had --
11 period either before or after that analysis period. 11 I think under that hypothetical, that could occur
12 Q. Is there anything else that you would look 12 as long as nothing else had changed during that
13 at to determine whether or not a particular 13 time period, but there can be other times where
14 security was undergoing a short squeeze? 14 other information may come out, and so the stock
15 MR. JAFRI: Objection. Form. 15 price may not revert back to where it started. But
16 THE WITNESS: Well, again, the starting point, 16 to the extent that no other information came out
17 like I said earlier, is really understanding the 17 and it's zero information changes, just purely a
18 information environment for a given company, and 18 short squeeze, then I would agree with you that you
19 once I look at that information environment, that 19 could see a company's stock price increase and fall
20 can point to other types of analyses or data that 20 back down to where it was before the short squeeze.
21 may be more relevant, depending on the 21 Q. Okay. Can you give me a little bit more
22 circumstances. 22 information about the white paper, the letter, if
23 BY MR. FARINA: 23 that's how you described it, that you wrote in
24 Q. How about looking at the market price of 24 response to the SEC paper about the GameStop short
25 the security after the short squeeze was over? Is 25 squeeze?
Page 35 Page 37
1 that also an indicator that a short squeeze has 1 A. It was a few years ago, I think a couple
2 occurred? 2 of years ago, and it was co-authored with a few
3 MR. JAFRI: Objection. Form. 3 other people. I believe my recollection is that
4 THE WITNESS: Well, again, it depends. So you 4 Josh Mitts, who is a law professor at Columbia,
5 could have times where the stock price -- for any 5 sort of spearheaded the project and brought in a
6 company, the stock price goes up and it comes back 6 handful of people to essentially co-sign the white
7 down. That pattern in and of itself does not 7 paper.
8 indicate it was subject to a short squeeze, but 8 So my involvement was fairly limited.
9 that could be consistent with a short squeeze. So, 9 I didn't do any of the analysis in the white paper,
10 again, it depends on the circumstances. 10 but I helped connect him with some people at the
11 BY MR. FARINA: 11 SEC to circulate it around the SEC with some of my
12 Q. Understood. 12 connections since I formerly worked there, and
13 But you would agree that it is very often 13 I provided some feedback on the drafting process of
14 the case that, after a short squeeze, the price of 14 the white paper itself.
15 the security which had been artificially inflated 15 Q. Are you identified as an author?
16 for a period of time reverts back to a price that 16 A. Yes, or at least a cosigner. I don't know
17 is more reflective of value-relevant information? 17 if it lists us as authors or cosigners or exactly
18 MR. JAFRI: Object to form. 18 how we were referred to on the paper.
19 THE WITNESS: Well, I think you can have times 19 Q. Is this the staff report you were
20 where the securities price reflects both 20 responding to?
21 value-relevant information as well as supply and 21 Do you not remember whether that was what
22 demand dynamics or short squeeze dynamics, but you 22 you responded to?
23 may have other times where a company's stock price 23 A. I just want to review it before I answer
24 disconnected from fundamentals -- right -- if we're 24 your question.
25 talking about fundamental efficiency. So, again, 25 Yes, I believe this is the SEC report that
10 (Pages 34 - 37)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 82 Page 84
1 with very, very different meaning. Even though an 1 factors would lead me to the conclusion that it was
2 economist may write an academic paper talking about 2 trading efficiently.
3 market efficiency and the same economist could work 3 Q. No matter what else was going on?
4 on a securities class action case with a market 4 A. Well, again, that's part of all of the
5 efficiency analysis and the term has a completely 5 data that's being analyzed. So, yes, it's --
6 different meaning within that. 6 I don't want to give the impression that I am
7 So that's the distinction I'm trying to 7 ignoring what else is going on because what else is
8 explain is that when you've got an article like 8 going on is still part of the analysis. It's still
9 this, academics and economists often talk about 9 going to be reflected in the Cammer 5 test --
10 market efficiency with a very different definition 10 right? -- of cause-and-effect relationship between
11 of the operative definition of market efficiency 11 information coming out on securities prices or
12 within a securities class action case. So that's, 12 bid-ask spreads or trading volumes or analyst
13 I think, what I'm trying to explain here. 13 coverage or institutional ownership, all of these
14 Q. If the Cammer factors are present, does 14 different factors that we assess. Those factors
15 that necessarily mean that the market for a 15 reflect everything else that is going on for a
16 particular security was efficient at any particular 16 given company.
17 point in time? Is it dispositive? 17 Q. Okay. Do you think that's -- do you think
18 A. What I would say is if I have evaluated 18 that that analysis is consistent with economic
19 the Cammer factors and the Krogman or the other 19 principles?
20 factors and I've determined that they indicate 20 If you look at the Cammer factors and it's
21 market efficiency for some period of time that the 21 stuff like float and these other factors, and it's
22 market -- the opinion I would reach is that the 22 pretty binary, yes or no, regardless of what else
23 market is or was efficient during that period of 23 is happening with the stock, what other extrinsic
24 time regardless of whether a company was a meme 24 factors might be affecting the price of the stock
25 stock or there was speculation going on or even if 25 or the incorporation of information into the stock,
Page 83 Page 85
1 there was a short squeeze going on during that 1 you're not going to -- that's not going to change
2 period of time. That's something that I explain in 2 your opinion as long as those factors are present?
3 the report here that we can -- that I can point you 3 MR. JAFRI: Objection. Form.
4 to. 4 THE WITNESS: Again, I think this is, I think,
5 Q. Okay. So it's your opinion that if those 5 the same question, but all of these factors reflect
6 factors are present, regardless of whatever else is 6 everything else that is going on with a company's
7 happening with the stock during a particular period 7 stock. So I don't think this is some sort of
8 in time, the conclusion that you would reach and 8 narrow view to the exclusion of everything else
9 the opinion you would offer is that the market for 9 that's going on because everything else that's
10 the security at that moment in time, regardless of 10 going on is going to show up in the factors that we
11 what's going on, must be efficient because those 11 evaluate, and that's the power of the factors
12 factors are present? Is that your opinion? 12 themselves. That's why I think they form a
13 A. Yes, that's the opinion that I -- that's 13 reliable basis for an assessment of market
14 the conclusion that I would reach if I had 14 efficiency.
15 conducted the analysis during that period of time 15 BY MR. FARINA:
16 and studied that period of time and that the 16 Q. You start the analysis period one year
17 factors point to market efficiency, then under, 17 prior to the start of the class period; correct?
18 again, the definition of market efficiency being 18 A. Yes.
19 that the prices reflect information. 19 Q. How do you know that what is going on in
20 It could still be inefficient from the 20 the class period is reflective of what was going on
21 perspective of the price being distorted from 21 during the analysis period?
22 fundamental value, but from the perspective of 22 A. So that's one of the things that I look at
23 market efficiency within an efficiency report like 23 in the report itself. We can page through
24 this where that definition is that it reflects 24 different factor analyses, and I can talk through
25 information, then all of those Cammer and Krogman 25 some of the different factors and how I've taken
22 (Pages 82 - 85)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 86 Page 88
1 that into consideration. 1 the class period; correct?
2 Q. But, ultimately, as we discussed, you're 2 MR. JAFRI: Objection. Form.
3 opining on whether the market was efficient during 3 THE WITNESS: Again, for the Cammer 5 analysis,
4 the five-day -- five-trading-day class period; 4 I believe that there were not any class period days
5 correct? 5 that represented earnings announcements or days
6 A. Yes. 6 where there was not any information, but the other
7 Q. And you're doing that by looking at a 7 factors which do include informative days do fall
8 year-long period? 8 within the class period.
9 A. For some of the analyses, yes, but I also 9 BY MR. FARINA:
10 look at the five days for some of the analysis 10 Q. There's no other analysis that you did on
11 also. So I want to make sure that's clear. 11 the reaction of stock price to information other
12 Q. One thing you don't do is you don't look 12 than your event study which looked at four
13 at any news days within the class period; correct? 13 information days or four news days, whatever you
14 A. For the Cammer 5 test? 14 call them, and none of those are in the class
15 Q. Correct. 15 period?
16 A. That is correct. 16 MR. JAFRI: Objection. Mischaracterizes the
17 Q. And you don't look at any non-news days 17 report.
18 during the five-day trading period, do you? 18 THE WITNESS: So the event study does provide
19 A. I believe that all of the class period 19 abnormal return calculations for every day during
20 days sort of fell in between where there was some 20 the class period. So that is part of the output of
21 amount of news coverage. So they were not put into 21 the event study.
22 the no-news days bucket, but there were no earnings 22 But in terms of the -- and that's
23 announcements. So they were not put into the news 23 something that I considered just when looking over
24 days bucket either. 24 the results of the event study.
25 Q. So in the actual analysis that you 25 But in terms of the Cammer 5 test itself,
Page 87 Page 89
1 performed to determine whether or not the price is 1 my goal with the Cammer 5 test is to always be as
2 reacting to news, you don't actually look at any 2 objective as possible. So I often typically start
3 day in the class period? 3 out by looking at earnings announcements, if those
4 A. For the Cammer 5 test, I believe that all 4 seem to be a relevant testing ground for a company,
5 of those days fell in sort of between those two 5 and I determined that those were relevant for
6 buckets. That's my recollection. I'd have to go 6 Bed Bath & Beyond.
7 back and look at the underlying analyses. 7 I could have certainly looked at the
8 Q. Okay. But I think you've answered the 8 alleged misrepresentations and the alleged
9 question, but just to be clear, so for the analysis 9 corrective disclosures and documented statistically
10 that you do -- and it's the only analysis you do of 10 significant price movements in response to those,
11 this -- whether or not the stock price is reacting 11 but, again, my Cammer 5 analysis, my goal is to be
12 to information, the only analysis that you do is on 12 agnostic and step away from the actual misreps and
13 days that are not included within the class period. 13 the alleged corrective disclosures and to focus on
14 A. Again, that's one of the factors. The 14 something like earnings announcements as the
15 Cammer 5 is one of the factors, but all of the 15 appropriate testing ground.
16 other analyses do include days within the class 16 BY MR. FARINA:
17 period, but I believe that the Cammer 5 analysis 17 Q. And that's because earnings announcements
18 does not have any earnings announcements within the 18 are generally regarded as value-relevant
19 class period, and I believe that there were not any 19 information; correct?
20 no-news days during the class period. 20 A. They provide a good opportunity to test
21 Q. I'm going to ask my question again. 21 for the potential for value-relevant information.
22 So for the only analysis that you did, 22 They may or may not be the best testing ground for
23 which is looking at the reaction to information in 23 any given company, but I would say that's a very
24 the price of the security, the only analysis that 24 good starting point for most companies -- well, for
25 you did was on days that are not included within 25 at least most companies that have operations and
23 (Pages 86 - 89)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 94 Page 96
1 BY MR. FARINA: 1 BY MR. FARINA:
2 Q. If it turned out that, for whatever 2 Q. But the assumption has to be that whatever
3 reason, the stock is not reacting to information 3 you've observed and whatever conclusions you've
4 the same way -- in the class period the same way as 4 drawn from that long period of time is actually
5 it is in this year-long analysis period -- just 5 representative of what you're actually trying to
6 accept that as a hypothetical -- then your 6 test, which is whether or not the market is
7 observations about the reaction of price to 7 efficient in the class period. Otherwise, the
8 information during the analysis period wouldn't 8 analysis doesn't make any logical sense. You have
9 prove anything about the reaction of the price to 9 to embrace that assumption. You may have a reason
10 information in the class period? 10 to embrace that assumption, but if your
11 MR. JAFRI: Objection. Form. 11 observations over that long period of time, for
12 THE WITNESS: So I think that people sometimes 12 whatever reason, don't hold true during the class
13 get confused what the Cammer 5 test actually is. 13 period, then your observations over that long
14 So if you were to look at -- I think it's 14 period of time don't prove anything about the class
15 Exhibit 6 -- you'll see that, I think, three out of 15 period; correct?
16 four earnings announcements, there was a 16 MR. JAFRI: Objection. Argumentative.
17 statistically significant reaction. That does not 17 THE WITNESS: So, again, I don't know the
18 mean that for that fourth earnings announcement, 18 Cammer 5 test is designed to detect discrete shift
19 the one where there was not a statistically 19 in stock price reactivity. So you could have any
20 significant stock price movement, that does not 20 example, any class period, where hypothetically, if
21 mean that the price was inefficient on that date. 21 there's a discrete shift in how stock prices react
22 Right? 22 in a given week, the Cammer 5 test is not designed
23 There's a wide variety of reasons that we 23 to pick that up or assess that even if it's carried
24 don't actually expect to see a significant stock 24 out over a two-year period and there's a one-week
25 price reaction to a given earnings announcement. 25 period within there where prices change because the
Page 95 Page 97
1 It could be a mix of positive and negative 1 Cammer 5 test itself is designed to test for
2 information that are sort of offsetting or it could 2 relationship over a long period of time.
3 be investor expectations heading into that 3 And that's why, again, going back to
4 announcement, and the company announced earnings 4 something I said earlier, I look at the other
5 that were in line with that expectation. It could 5 factors as being relevant and informative because
6 also be value-relevant information, but we may not 6 I can also look on a more granular basis at bid-ask
7 see any movement. 7 spreads or is there trading volume, is there float
8 So even if you have an earnings 8 available for trading, things of that nature.
9 announcement that falls within a five-day class 9 BY MR. FARINA:
10 period, then there's no -- let's say hypothetically 10 Q. Do you know whether the Cammer factors
11 there's no reaction or no statistically significant 11 have been applied in cases involving meme stocks?
12 movement around that earnings announcement, that 12 A. I've not studied any other cases involving
13 doesn't mean that the way that stock prices are 13 meme stocks. So I don't know one way or other what
14 reacting has changed during the class period. 14 types of analyses have been done.
15 It could just be that that information was 15 Q. Do you know whether Cammer factors have
16 already expected or in line with expectations or a 16 been involved in cases involving short squeezes?
17 mix of positive and negative information, and 17 A. I don't recall in the QuantumScape case
18 that's why the Cammer 5 test is not a day-by-day 18 that I mentioned earlier that the other side or the
19 test. It's a test that's designed to look over a 19 defense expert claimed there was a short squeeze.
20 long period of time, do we tend to see this type of 20 In that case the factors that I analyzed weighed in
21 relationship and information coming out and stock 21 favor of market efficiency, and in that case the
22 prices reacting. 22 class was certified.
23 So that's why I would disagree with sort 23 Q. Take a look at page 11 of your report.
24 of the point you're trying to make. 24 A. Okay.
25 25 Q. And you're looking at "Average Weekly
25 (Pages 94 - 97)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 98 Page 100

1 Trading Volume." It starts on paragraph 35 of your 1 trading volume during the pump-and-dump -- or
2 report. 2 during the pump phase of a type of scheme.
3 Do you see that? 3 But, again, that's not the type of opinion
4 A. Yes. 4 I'm providing in the efficiency report itself,
5 Q. And you note that in Cammer, there was a 5 right? I'm going through the Cammer factors and
6 discussion by the court of average weekly trading 6 asking whether or not they weigh in favor of market
7 volume of 1 or 2 percent; correct? 7 efficiency.
8 A. Yes. 8 But going back to something we talked
9 Q. All right. And then you note in 9 about earlier, the starting point for this report
10 paragraph 37 that the average weekly trading volume 10 was looking at the complaint, the allegations of
11 in the class period was 1346.6 percent; correct? 11 the complaint, understanding the time frame of the
12 A. Yes. 12 complaint, the information environment that's
13 Q. Now, did you do any analysis at all to try 13 relevant for the company here.
14 to understand why the trading volume in that 14 Q. In your report, though, you simply look at
15 five-day trading period was 1346.6 percent? 15 the number, note that it's above 1 or 2 percent,
16 A. I'm not really sure -- what are you asking 16 and say that the Cammer factor is satisfied;
17 in terms of why? 17 correct?
18 Q. Well, I'm asking, I guess, did you just 18 A. Yes, that's correct.
19 say, okay, well, 1346.6 is a lot higher than 1 or 19 Q. There's no other analysis other than, as
20 2 percent; therefore -- check -- Cammer factor 20 you said, you calculated the trading volume during
21 satisfied? 21 that period?
22 A. I think that's one component in terms of 22 A. Well, I think that there is additional
23 surpassing the Cammer threshold. I did also look 23 analysis throughout the report, and I can point you
24 at -- I do recall looking at the trading volume 24 to some of that.
25 here because I think if you look at the graph, 25 But for that section of the report that
Page 99 Page 101
1 that's a huge spike in trading volume during this 1 you're asking about, you're asking about the Cammer
2 week. 2 factor that relates to average weekly trading
3 One of the things I was talking about 3 volume. So that's the answer to that factor.
4 earlier is that if there's a short squeeze in a 4 But there's also a Section L that starts
5 company stock, that can indicate an inability of 5 on page 35 that talks about the information
6 investors to go out and acquire shares to cover 6 environment during the class period. So I do think
7 shorts, and so we might see that there's no trading 7 that I'm considering all of these factors within
8 volume if there's no shares available, for example; 8 the context of the allegations of the case here.
9 right? 9 Q. So your Section L in your report, that was
10 So that's, I think, one of the potential 10 a late add to the report, wasn't it?
11 considerations, but -- 11 A. I'm not really sure what you mean by that.
12 Q. Did you do any actual analysis of the 12 Q. You added it at the last minute?
13 1346.6 percent average weekly trading volume or 13 A. I don't --
14 weekly trading volume during the class period? 14 MR. JAFRI: Objection. Form.
15 Did you personally do any analysis? 15 THE WITNESS: I don't believe so.
16 A. Well, this is an analysis of trading 16 BY MR. FARINA:
17 volume. So I did calculate the trading volume. 17 Q. Do you know why it's not included in the
18 I would say, yes, there is an analysis here. 18 index? Table of contents, I meant.
19 Q. Anything else? 19 So you generated a table of contents, and
20 A. I considered the information environment. 20 it doesn't include that section.
21 So, obviously, we're talking about a case 21 A. So I do know that this was not a late
22 in which the complaint alleges a pump-and-dump type 22 addition. This was actually a heading that I put
23 of scheme. I worked on pump-and-dump schemes for 23 into the first draft of the report.
24 the SEC in previous cases, and in those types of 24 My best guess would be that Fideres has
25 cases, you do see increases in stock prices and 25 certain linkings to generate the table of contents,
26 (Pages 98 - 101)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 114 Page 116

1 by saying "We believe the writing is on the wall 1 A. I believe so, yes.
2 that BBBY shares have again decoupled from economic 2 Q. Did you read any of those articles?
3 reality"; correct? 3 A. Some of them, yes.
4 A. I see that, yes. 4 Q. How did you decide which ones to read?
5 Q. So if you're looking at the informational 5 A. My recollection is that I kind of skimmed
6 environment, and in the course of that, you're 6 through a lot of articles both during the class
7 looking at analyst reports, this is the type of 7 period as well as during the analysis period.
8 analyst report you would look at; correct? 8 We talked earlier today about a footnote.
9 A. Yes, this is one of the analyst reports 9 Going back, one of the things I was looking at is
10 that I looked at for evaluating that Cammer factor. 10 just having a better understanding of the dynamics
11 Q. All right. So at least this analyst, 11 of the information environment with how people were
12 consistent with the last analyst we looked at, 12 describing the company as a potential meme stock or
13 believes that there's a short squeeze happening as 13 short squeeze candidate during the class period, as
14 of this time period with BBBY securities; correct? 14 well as during the one-year analysis period leading
15 MR. JAFRI: Objection. Form. 15 up to the class period. So I think I did some word
16 THE WITNESS: I think they said a "meme 16 searches potentially.
17 squeeze" instead of a "short squeeze." 17 Q. All right. Take a look at Exhibit 58.
18 BY MR. FARINA: 18 (Whereupon, Exhibit 58 was
19 Q. Do you think that's something different? 19 marked for identification.)
20 A. Well, openly, I've not formed an opinion 20 BY MR. FARINA:
21 one way or another on whether either of those 21 Q. This is from August 12. Is this part of
22 happened, what they mean, or what exactly the 22 the press coverage that you looked at?
23 Wells Fargo analyst means in this paragraph. 23 A. I don't recall one way or another.
24 Q. Well, do you interpret "meme squeeze" as a 24 Q. All right. This is actually press
25 short squeeze involving a meme stock? 25 coverage that is referencing an analyst report;
Page 115 Page 117
1 A. I've not formed an opinion on that at this 1 correct?
2 point in time. 2 A. Well, that's what it looks like, yes.
3 Q. Okay. What do you understand "decoupled 3 Q. And what it says here is that "Even though
4 from economic reality" to mean? 4 shares of Bed Bath & Beyond have surged more than
5 A. I'd have to spend more time really digging 5 70 percent this week, Loop Capital isn't upgrading
6 into this analyst report if I wanted to provide an 6 its view on the stock."
7 interpretation of it. 7 Do you see that?
8 But, I think, generally speaking, that 8 A. Yes, I do.
9 decoupling from economic reality could mean that a 9 Q. This is an article that was issued, if you
10 stock price has moved away from fundamental value, 10 look at the published date and time -- do you see
11 which is something we talked about a lot already 11 that?
12 today. 12 A. Yes.
13 Q. All right. One of the other things you 13 Q. This was August 12 at 7:01 --
14 point to in this section in, paragraph 45, is the 14 A. Yep.
15 press coverage for a particular security as being 15 Q. -- a.m. Eastern time; correct?
16 some indicator of market efficiency. 16 A. Yes.
17 A. It is something that I do mention within 17 Q. So this is actually before the market
18 the analyst coverage framework, yes. 18 opened on the 12th?
19 Q. And you note that there was press 19 A. Yes.
20 coverage, and I think you note, in a footnote, that 20 Q. This is actually technically before the
21 there were something like 128 stories, unique 21 class period; correct?
22 stories, written about Bed Bath & Beyond. 22 A. Well, I think the class period timing
23 A. Yeah, I think 148 during the five-day or 23 would be defined on the first alleged -- the timing
24 five-trading day class period. 24 of the first alleged misrepresentation or omission.
25 Q. 148? 25 I don't recall the exact timing of when that was,
30 (Pages 114 - 117)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 134 Page 136

1 window and, therefore, affecting the results; 1 you're measuring going backwards; correct? 120
2 correct? 2 trading days?
3 A. I don't think there's -- I wouldn't 3 A. Historical, yes.
4 describe it as discretion but, rather, when 4 Q. And it's your sworn testimony that you
5 I conduct an event study, looking at what I think 5 have no idea whether you would have drawn different
6 is the most appropriate estimation window. So 6 conclusions if you had selected different
7 based on the different dynamics of -- or the 7 estimation windows other than it's possible?
8 information environment of a given company. 8 A. That's correct. I don't recall trying
9 Q. Right. 9 anything other than -- or using anything other than
10 But you just said that depending on what 10 a 120-trading day estimation window in this case.
11 estimation window you select, you could get 11 So I don't know what the results would look like
12 completely different results? 12 with a different choice of parameters.
13 A. Frequently, you do get different results 13 Q. How about in other cases? Have you used
14 if you have a different estimation window, but that 14 different estimation windows in other cases?
15 -- that doesn't mean it opens the door to 15 A. Yes, I have.
16 discretion, but, rather, what I would say is if you 16 Q. How about in other cases in the last two
17 choose the wrong estimation window, you may have 17 months?
18 the wrong results. 18 A. You mean in terms of the filing dates for
19 Q. Well, it opens the door for error; 19 the reports?
20 correct? 20 Q. Filing dates, depositions.
21 MR. JAFRI: Objection. Form. 21 In the last two months, have you defended
22 THE WITNESS: I don't know. Again, I've not 22 an estimation window or used an estimation window
23 really thought about it in the context of what it 23 that was different than 120 days?
24 opens the door to, but, rather, when I carry out an 24 A. Yes, I believe so.
25 event study, I seek to understand the company and 25 Q. Which case?
Page 135 Page 137
1 the information environment and then select the 1 A. I recall Vaxart was a case I believe
2 most appropriate estimation window. 2 I used a two-month estimation window in that case.
3 BY MR. FARINA: 3 Q. And do you remember being asked about that
4 Q. Well, it also opens the door for 4 in your deposition in Vaxart?
5 generating a desired result; correct? 5 A. Yes, I believe so.
6 MR. JAFRI: Objection. Form. 6 Q. And do you remember defending the
7 THE WITNESS: Again, that's not the way that 7 propriety of the information window you selected?
8 I typically think about it. I have encountered -- 8 A. Yes, I believe so.
9 I would say I've encountered rebuttal reports where 9 Q. And do you remember how you defended the
10 I have encountered experts who have chosen improper 10 propriety of the information -- I'm sorry -- the
11 or incorrect estimation windows and I believe come 11 estimation window you selected in Vaxart?
12 up with incorrect results. So I guess I have seen 12 A. I believe in that case a big part of that
13 that happen with some experts. 13 case revolved around it being in the COVID
14 BY MR. FARINA: 14 pandemic. So I believe it was -- for Vaxart, there
15 Q. What's the estimation window you used 15 was an abrupt change in volatility in March of 2020
16 here? 16 when the COVID pandemic news really impacted the
17 A. 120 trading days. 17 securities markets and that the alleged
18 Q. Do you know whether -- well, did either 18 misrepresentations and corrective disclosures
19 you, or anyone at Fideres, try out a different 19 occurred just very shortly after that, and,
20 estimation window to see what the results might be? 20 therefore, a shorter estimation was more
21 A. I don't believe so. 21 appropriate in that case, and also the fact that
22 Q. So you went in thinking 120 days was the 22 Vaxart was seeking to market a -- it was involved
23 right estimation window? 23 with trying to produce a COVID vaccine and received
24 A. Yes, that's my recollection. 24 funding for it.
25 Q. And it's 120 days from the events that 25 So it was really tied to the dynamics of
35 (Pages 134 - 137)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 138 Page 140

1 the information environment that was really 1 the company.
2 changing quite rapidly across the world and across 2 So for those companies that were
3 all of the markets during that point in time, and 3 attempting to manufacture COVID vaccines or get
4 my recollection is that I felt that a shorter 4 government funding right after the COVID pandemic
5 estimation window was more appropriate to -- 5 hit, there was a really unique change in volatility
6 because a long window would have sort of started 6 that was tied to the change in the information
7 before the COVID pandemic, and then it would have 7 environment, but you can have -- any company, the
8 included the COVID pandemic, and it would have 8 volatility is going to be different from day to
9 mixed sort of different information environments in 9 day. So I wouldn't -- I wouldn't just look at that
10 that case. 10 in isolation.
11 Q. Okay. Do you recall explaining that you 11 Q. Right.
12 used the shorter estimation window in light of the 12 But the reason why you selected a shorter
13 increased volatility during the COVID period and 13 estimation window in Vaxart is because there had
14 after the COVID period? 14 been a significant change in the volatility such
15 A. Yeah, that's part of it. So the 15 that you thought that what had happened 120 trading
16 volatility was changing in relation to the 16 days earlier was no longer reflective of what was
17 information environment. 17 happening in the class period, and, therefore, you
18 Q. And if the volatility is changing for some 18 chose what you thought was a more appropriate time
19 reason or another, that would push you towards a 19 period where the volatility was more constant with
20 shorter estimation window; correct? 20 what you were trying to test in the class period.
21 A. It can. It depends on the circumstances. 21 MR. JAFRI: Objection. Form.
22 So one of the things that I think I also explained 22 THE WITNESS: Well, that's part of it, but it
23 is that there's a trade-off with doing that. 23 started with a significant change in the
24 So when you have a shorter estimation 24 information environment where that would have gone
25 window, it reduces the statistical power of the 25 back before the COVID pandemic, and then the COVID
Page 139 Page 141
1 study itself because you're benchmarking against -- 1 pandemic hit. So there's an abrupt change in the
2 when you calculate statistical significance, it's 2 entire dynamics of how companies' price
3 against it's -- it's called a p-statistic, which is 3 correlations were changing significantly.
4 the p-distribution. So the more -- the greater the 4 That's something else I talked about in
5 number of observations, the greater the power of 5 that deposition, is that companies' relationships
6 the statistical test. So when you reduce the 6 with their daily returns and with the overall
7 estimation window, you're reducing the sample size, 7 market and the industry also changed very abruptly
8 and you're reducing the power of the statistical 8 in March of 2020, and that's why it was important
9 test. So there's a trade-off in doing that. 9 to have a model that could try to adapt to those
10 Q. But that assumes your volatility remains 10 rapid correlation changes that took place because
11 constant across whatever estimation window you've 11 of the COVID pandemic.
12 chosen. 12 So it really starts -- the starting point
13 A. No, that's actually not true because every 13 is understanding whether the information
14 company has changes in volatility over time; right? 14 environment for a given company has a significant
15 I think you'd be hard pressed to find any company 15 change.
16 that has constant volatility over time, but in that 16 One of the things we talked about earlier
17 case -- and there was another case, too, similar 17 today with Bed Bath & Beyond is that throughout the
18 case, with a COVID vaccine manufacturer, similar 18 entire analysis period, people were talking about
19 time period. This was such an abrupt change in the 19 this as a potential meme stock and short squeeze
20 information environment itself that triggered those 20 candidate. So there was nothing different in that
21 changes in volatility. So that, I think, was the 21 sense in the cost period relative to the full
22 starting point. 22 analysis period since the information environment
23 Like I said earlier today, the starting 23 and people talking about that for the company.
24 point, for any case for me, is to have a better 24 BY MR. FARINA:
25 understanding of the information environment for 25 Q. You said that over and over again.
36 (Pages 138 - 141)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 142 Page 144

1 All you did is you looked at a handful of 1 if you had used 120-day estimation window, it might
2 articles that suggested at some point during that 2 have given you a different result?
3 period, for a period of days, there was discussion 3 A. Like I said, I'm not sure what the results
4 of it being in a meme short squeeze. 4 on the Cammer 5 test would have looked like,
5 MR. JAFRI: Objection. 5 whether they would have been different at all in
6 BY MR. FARINA: 6 the Vaxart case under a different estimation
7 Q. You conducted no analysis to determine 7 window.
8 whether there was a short squeeze during the 8 But like I said in both that deposition
9 estimation window, during the analysis period, or 9 and this deposition, the starting point for any
10 even during the class period; correct? 10 case is for me to understand the information
11 MR. JAFRI: Objection. Mischaracterizes 11 environment for a given company. That's the
12 testimony. 12 starting point.
13 THE WITNESS: Well, I don't think I would 13 And what I would say is Vaxart, and
14 entirely agree with your characterization of my 14 I think the other one was Emergent BioSolutions,
15 report. 15 were very unique in the sense that they were trying
16 BY MR. FARINA: 16 to manufacture or produce or market COVID vaccines
17 Q. You didn't actually do any analysis of 17 right after the COVID pandemic hit, which was a
18 whether or not there was a short squeeze at any 18 very unique and interesting information environment
19 point. You've said that. You've admitted that; 19 and change in the information environment over
20 correct? 20 time, which pushed me to consider a shorter
21 A. I have said -- and I stand by what I 21 estimation window.
22 said -- that I've not set out to form any opinions 22 I've also used shorter estimation windows
23 or conclusions on whether or not Bed Bath & Beyond 23 in other cases, too. I don't want to limit it to
24 was, in fact, subject to a short squeeze at any 24 only those two cases. But each time I carried out
25 point in time. 25 a Cammer 5 analysis for any company, I want to
Page 143 Page 145
1 Q. Okay. In Vaxart you used an estimation 1 understand the information environment for that
2 window of 40 days; correct? 2 company, and that's what dictates the parameters
3 A. Yes, I believe so. 3 for the event study itself.
4 Q. And if you had used 120 days in Vaxart, 4 Q. How is it that you can understand -- well,
5 you would have gotten a different answer; correct? 5 explain to me how you're looking at the
6 A. I believe so, yes. 6 informational environment and using that to
7 Well, actually, I -- off the top of my 7 determine your estimation window when you're not
8 head, I don't know how it would have affected the 8 actually looking at any data, for example, as to
9 Cammer 5 test. So I would have to say right now, 9 whether or not there was a short squeeze?
10 sitting here, I'm not sure what the result of the 10 What are you looking at?
11 Cammer 5 test would have been with a different 11 Are you looking at news articles and
12 estimation window. 12 analyst reports?
13 Q. And in this case -- well, when was your 13 We already looked at those, and those all
14 deposition in Vaxart? 14 suggested that during the class period, there was
15 A. I believe it was February or March of this 15 something very unusual going on with
16 year. 16 Bed Bath & Beyond.
17 Q. Okay. I think your deposition was 17 So how is your analysis being dictated by
18 actually in January. 18 what you're reading in analyst reports and
19 A. Okay. Apologize then. I don't have all 19 newspapers?
20 of these dates memorized. 20 And why are you doing that to select the
21 Q. So during the time period when you're 21 estimation window?
22 doing the report in this case, you were defending 22 MR. JAFRI: Objection. Form.
23 your use of a 40-day estimation window; correct? 23 THE WITNESS: So I think there's a lot of
24 A. Yes. 24 different points within your question. So I'll try
25 Q. Recognizing that in that particular case, 25 to break down some of those things.
37 (Pages 142 - 145)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 154 Page 156

1 periods of time about potentially being subject to 1 Another analysis that I did was to look at
2 a short squeeze. 2 the option price movements when there were
3 Q. So, no, you're not -- you don't know, 3 significant stock price movements and show that, in
4 sitting here today, whether anyone was saying there 4 general, those moved in a way that was consistent
5 was a short squeeze going on at the time of 5 with what would be expected in a market that is
6 earnings announcement? 6 efficient for the options.
7 MR. JAFRI: Objection. Form. 7 Q. Okay. So on the first one, as
8 THE WITNESS: So I'll just stick to the 8 I understand what you said, is that because
9 previous answer to that. 9 I concluded that the market for the common stock
10 BY MR. FARINA: 10 was efficient during the class period, from that,
11 Q. Okay. Well, you could say it snowed in 11 I concluded that the market for options also must
12 2023. That doesn't mean it snowed in June of 2023; 12 have been efficient?
13 correct? 13 A. Correct.
14 A. Yes, but that's obviously not how these 14 Q. Okay. That's not really an analysis of
15 articles are describing the time period. 15 the market for options, is it? It's just an --
16 Q. You think the way the articles are 16 you're just saying that if the common stock is
17 written, they are saying for the entirety of 17 efficient, it follows, necessarily, that the
18 whatever time period you were there referencing, it 18 options market is efficient?
19 was undergoing a short squeeze? 19 A. Well, it's an analysis to the extent that
20 MR. JAFRI: Objection. Mischaracterizes 20 it is pointing to option pricing theory, like the
21 testimony. 21 Black-Scholes options formula, that explains how
22 THE WITNESS: Well, that's not what I said, 22 options are priced directly from the common stock,
23 but some of these articles do talk about extended 23 but it's not analyzing any specific data. It's the
24 periods of time as potentially subject to short 24 theory of basic principles of finance and valuation
25 squeeze. 25 analysis.
Page 155 Page 157
1 BY MR. FARINA: 1 Q. All right. What's your second one?
2 Q. Let me ask you about your opinion on 2 A. The second one is those -- the last
3 options. 3 exhibit, 12, in which I show that the option prices
4 A. Okay. 4 tended to move in a way that was consistent with
5 Q. You opine that the market for options was 5 the underlying stock price movements.
6 efficient during the class period? 6 Q. What is a call option?
7 A. Yes. 7 A. A call option is a security that gives the
8 Q. What's your -- what analysis did you 8 holder the right to buy underlying shares of stock
9 perform to reach that conclusion? 9 at a certain price before a certain point in time.
10 A. There's a couple of different things. 10 Q. When an investor buys a call option, they
11 One is analyzing the Cammer factors for 11 are betting on the stock going up?
12 the common stock, concluding that the common stock 12 A. Well, some investors may be doing it for
13 traded efficiently, and just explaining that 13 speculative reasons like that. Other investors may
14 derivatives, such as options, are priced directly 14 be doing it for hedging purposes to actually reduce
15 off of the common stock. So anything that points 15 their risk exposure.
16 to the common stock for its pricing would, by 16 Q. Well, if you're buying a call option,
17 implication, be traded efficiently. 17 you'd be hedging a short position; correct?
18 And there have been several court cases 18 A. That's one possibility, yes.
19 that have adopted that explanation, which is 19 Q. Okay. But if you look just at the
20 grounded in financial economics. Things like 20 purchase of a call option, the way you make money
21 Black-Scholes option pricing model demonstrates 21 by owning a call option is having the stock go up?
22 that options are priced directly off of the stock. 22 A. Typically, that's one common way. It's
23 Another analysis I did -- 23 not the only way, but that is one common way.
24 Q. Can I just make sure -- 24 There are other variables that go into the
25 A. No. Let me finish. 25 pricing for options, and so you could have changes
40 (Pages 154 - 157)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 162 Page 164

1 But, again, isn't that like saying that it 1 analysis period would hold true in the class
2 snowed in 2023 means that -- it doesn't mean that 2 period?
3 it snowed on June 7, 2023. 3 You didn't do any analysis.
4 I mean, that's -- you can't -- you 4 MR. JAFRI: Objection. Form.
5 understand that's simply saying that I have a large 5 THE WITNESS: I think we talked a lot about
6 period of time that includes certain days, that 6 that this morning. I'm happy to repeat everything
7 that doesn't mean that whatever it is you're 7 I said this morning, if you want me to, but we've
8 studying actually happened on any one of those 8 already talked through this before.
9 days; correct? 9 BY MR. FARINA:
10 MR. JAFRI: Objection. Form. 10 Q. Okay. Do you think that Footnote 104
11 THE WITNESS: Right. I'm certainly not -- like 11 reflects a robust analysis that would hold up in a
12 I said earlier, I'm certainly not opining that 12 peer-reviewed journal?
13 Bed Bath & Beyond, in fact, was subject to a short 13 MR. JAFRI: Objection. Vague.
14 squeeze on any day during the analysis period, but 14 THE WITNESS: I'm not really sure what you mean
15 what I said is, based on my review of the 15 by that.
16 information environment, is that throughout the 16 BY MR. FARINA:
17 analysis period, people did characterize 17 Q. Do you think -- well, I think I mean what
18 Bed Bath & Beyond as a meme stock and a potential 18 I asked. Do you think Footnote 104 actually
19 short squeeze candidate. That's all I said and 19 incorporates some form of analysis on your part?
20 provided some examples of that in Footnote 104. 20 A. Well, it's part of the analysis that
21 BY MR. FARINA: 21 I did. It's related to the Cammer 5 analysis,
22 Q. And what's the significance of that? 22 which is looking at a test of cause-and-effect
23 A. The -- I think the significance of that 23 relationship over time. It's also considering the
24 is, for example, when I say that if a short squeeze 24 information environment for the company over that
25 caused Bed Bath & Beyond stock to no longer be 25 same time period.
Page 163 Page 165
1 informationally efficient, I would expect to 1 Q. All right. How would you calculate
2 observe the absence of any relation between 2 damages on a class-wide basis?
3 relevant news and corresponding stock price 3 A. Under -- do you have a certain claim -- do
4 movements. Yet my Cammer 5 analysis did document 4 you want to limit that to one of the claims, or do
5 that, during the analysis period and throughout the 5 you want me to go through each of the different
6 analysis period, the company's price was reacting 6 types of claims?
7 to information despite the fact that many people 7 Q. So do a 10b-5 claim. How would you
8 were describing it, over that same time period, as 8 calculate damages on a class-wide basis?
9 a potential meme stock and potential short squeeze 9 A. So explain the out-of-pocket methodology
10 candidate. 10 for class-wide damages.
11 Q. But you did nothing to determine whether 11 Q. In order to calculate damages on a
12 or not there was a short squeeze during the class 12 class-wide basis, you would have to identify the
13 period, you did nothing to determine whether or not 13 inflation in the share price during the class
14 there was a short squeeze during the four news days 14 period that's attributable to the alleged
15 that you studied? 15 misstatement; correct?
16 MR. JAFRI: Objection. Form. 16 A. Yes.
17 THE WITNESS: What I point to is that people 17 Q. And you haven't tried to do that?
18 talk about this potential, but I have not set out, 18 A. I've not yet calculated artificial
19 in any of my analysis, to determine whether or not 19 inflation, that's correct.
20 Bed Bath & Beyond was, in fact, subject to a short 20 Q. And how would you calculate artificial
21 squeeze. 21 inflation in order to calculate damages on a
22 BY MR. FARINA: 22 class-wide basis?
23 Q. So how can you draw any conclusions at all 23 A. Well, I've explained different techniques
24 as to whether or not the relationship between the 24 that can be used, but I've not committed myself to
25 stock price and information on four days during the 25 the exact steps that I would take to calculate
42 (Pages 162 - 165)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 166 Page 168

1 artificial inflation. 1 (A short break was taken.)
2 So one of the things that I note in that 2 THE VIDEOGRAPHER: We are back on the record at
3 section of my report is these calculations can 3 1:21 p.m.
4 incorporate information that's produced through the 4 MR. FARINA: Dr. Cain, I don't have any more
5 discovery process. So it could incorporate 5 questions at this time. Thank you.
6 information that I don't yet have access to. 6 THE WITNESS: Thank you.
7 But one of the common tools, probably the 7 MR. JAFRI: Nothing from plaintiffs.
8 most common tool, is to use an event study. So one 8 MR. FARINA: Okay. Great.
9 approach is to look at the back end of a class 9 THE VIDEOGRAPHER: We are off the record at
10 period and look at the declines in the stock price, 10 1:21 p.m., and this concludes today's testimony
11 ask whether any portion of those declines need to 11 given by Matthew Cain, Ph.D. The total number of
12 be disaggregated due to confounding information or 12 media units used was 2 and -- or 3 and will be
13 was there some component of the decline that was 13 retained by Veritext Legal Solutions.
14 unrelated to the revelation of alleged 14
15 misrepresentations or omissions and then backcast 15
16 that artificial inflation through the beginning of 16
17 the class period. 17
18 Q. You would agree that you have to untangle 18
19 the price movements that are caused by the 19
20 inflation coming out of the stock and the price 20
21 movements that are caused by other factors? 21
22 A. To the extent that those other factors are 22
23 not related to the allegations of the case and they 23
24 are contributing to a stock price decline, then, 24
25 yes, that would be what I'm referring to as 25
Page 167 Page 169
1 confounding information that has to be 1 CERTIFICATE
2 disaggregated. 2
3 Q. Would you have to untangle the effect of 3 I, DEANNA AMORE, a Shorthand Reporter and
4 the unwinding of a short squeeze? 4 notary public, within and for the State of
5 A. It's not a question that I've formed an 5 Illinois, County of DuPage, do hereby certify:
6 opinion on at this point in time. 6 That MATTHEW CAIN, Ph.D., the witness
7 I think the complaint alleges that Cohen 7 whose examination is hereinbefore set forth, was
8 either contributed to or caused a short squeeze in 8 first duly sworn by me and that this transcript of
9 the stock. So to the extent that the unwinding of 9 said testimony is a true record of the testimony
10 given by said witness.
10 that is actually within plaintiffs' theory of
11 I further certify that I am not related to
11 liabilities, it might not represent any component
12 any of the parties to this action by blood or
12 that needs to be disaggregated, but if I determined
13 marriage, and that I am in no way interested in the
13 that it did represent something that needed to be
14 outcome of this matter.
14 disaggregated, then I would carry out a reasonable
15
15 and appropriate analysis at that point in time to
16 IN WITNESS WHEREOF, I have hereunto set my
16 separate out those components. 17 hand this 4th day of April 2024.
17 Q. And how would you do that? 18
18 A. I can't really commit to the exact steps 19
19 I'd take at this point in time because I've not yet <%12384,Signature%>
20 even been asked to evaluate the calculation of 20 __________________________
21 artificial inflation at this point in time. 21 Deanna M. Amore, CRR, RPR, CSR
22 MR. FARINA: All right. Why don't we take a 22
23 short break. I think I might be done. 23
24 THE VIDEOGRAPHER: We are off the record at 24
25 1:12 p.m. 25
43 (Pages 166 - 169)

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
EXHIBIT 6
Table of Contents`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 27, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-20214
BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)
New York 11-2250488
(State of incorporation) (IRS Employer Identification No.)
650 Liberty Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 688-0888

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $.01 par value BBBY The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares outstanding of the issuer's Common Stock:

Class Outstanding at November 27, 2021
Common Stock - $0.01 par value 96,337,713
Table of Contents`
BED BATH & BEYOND INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets November 27, 2021 and February 27, 2021 3
Consolidated Statements of Operations Three and Nine Months Ended November 27, 2021 and November 28, 2020 4
Consolidated Statements of Comprehensive (Loss) Income Three and Nine Months Ended November 27, 2021 and November 28, 2020 5
Consolidated Statements of Shareholders' Equity Three and Nine Months Ended November 27, 2021 and November 28, 2020 6
Consolidated Statements of Cash Flows Nine Months Ended November 27, 2021 and November 28, 2020 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 27
Item 3. Quantitative and Qualitative Disclosures about Market Risk 38
Item 4. Controls and Procedures 39
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 40
Item 1A. Risk Factors 41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43
Item 6. Exhibits 44
Signatures 45
-2-
Table of Contents`

Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
November 27, 2021 February 27, 2021

Assets
Current assets:
Cash and cash equivalents $ 509,054 $ 1,352,984
Merchandise inventories 1,911,859 1,671,909
Prepaid expenses and other current assets 526,540 595,152
Total current assets 2,947,453 3,620,045
Long term investment securities 19,237 19,545
Property and equipment, net 923,977 918,418
Operating lease assets 1,603,536 1,587,101
Other assets 162,435 311,821
Total assets $ 5,656,638 $ 6,456,930
Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable $ 908,070 $ 986,045
Accrued expenses and other current liabilities 649,204 636,329
Merchandise credit and gift card liabilities 313,968 312,486
Current operating lease liabilities 347,721 360,061
Total current liabilities 2,218,963 2,294,921
Other liabilities 69,972 82,279
Operating lease liabilities 1,532,873 1,509,767
Income taxes payable 101,535 102,664
Long term debt 1,179,682 1,190,363
Total liabilities 5,103,025 5,179,994
Shareholders' equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding - -
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,140 and 343,241,
respectively; outstanding 96,338 and 109,621 shares, respectively 3,441 3,432
Additional paid-in capital 2,227,469 2,152,135
Retained earnings 9,825,156 10,225,253
Treasury stock, at cost; 247,802 and 233,620 shares, respectively (11,454,757) (11,048,284)
Accumulated other comprehensive loss (47,696) (55,600)
Total shareholders' equity 553,613 1,276,936
Total liabilities and shareholders' equity $ 5,656,638 $ 6,456,930
See accompanying Notes to Consolidated Financial Statements.
-3-
Table of Contents`

Consolidated Statements of Operations
(unaudited)
Three Months Ended Nine Months Ended

November 27, November 28, November 27, November 28,
2021 2020 2021 2020
Net sales $ 1,877,874 $ 2,618,472 $ 5,816,382 $ 6,613,887
Cost of sales 1,208,954 1,661,905 3,912,699 4,321,294
Gross profit 668,920 956,567 1,903,683 2,292,593
Selling, general and administrative expenses 697,953 890,740 2,009,687 2,461,365
Impairments, including on assets held for sale 1,759 57,997 18,472 172,434
Restructuring and transformation initiative expenses 41,219 16,770 99,400 47,648
Loss (gain) on sale of businesses 14,100 113,909 18,221 (75,619)
Operating loss (86,111) (122,849) (242,097) (313,235)
Interest expense, net 15,772 17,805 47,893 58,347
Loss (gain) on extinguishment of debt - - 376 (77,038)
Loss before provision (benefit) for income taxes (101,883) (140,654) (290,366) (294,544)
Provision (benefit) for income taxes 174,546 (65,213) 110,152 (134,712)
Net loss $ (276,429) $ (75,441) $ (400,518) $ (159,832)
Net loss per share - Basic $ (2.78) $ (0.61) $ (3.90) $ (1.29)

Net loss per share - Diluted $ (2.78) $ (0.61) $ (3.90) $ (1.29)
Weighted average shares outstanding - Basic 99,591 122,885 102,772 123,576

Weighted average shares outstanding - Diluted 99,591 122,885 102,772 123,576
-4-
Table of Contents`

Consolidated Statements of Comprehensive (Loss) Income
(in thousands, unaudited)

2021 2020 2021 2020
Net loss $ (276,429) $ (75,441) $ (400,518) $ (159,832)
Other comprehensive (loss) income:

Change in temporary impairment of auction rate securities, net of
taxes (186) 215 (226) (397)
Pension adjustment, net of taxes (1,786) (5,183) (1,562) (5,174)
Reclassification adjustment on settlement of pension plan, net
of taxes 9,938 - 9,938 -
Currency translation adjustment (2,383) 2,332 (246) 5,745
Other comprehensive income (loss) 5,583 (2,636) 7,904 174
Comprehensive loss $ (270,846) $ (78,077) $ (392,614) $ (159,658)
-5-
Table of Contents`

Consolidated Statements of Shareholders' Equity
Three Months Ended November 27, 2021
Common Stock Treasury Stock Accumulated

Additional Other
Paid- Retained Comprehensive
Shares Amount in Capital Earnings Shares Amount Loss Total
Balance at August 28, 2021 343,596 $ 3,436 $ 2,218,400 $ 10,101,522 (242,536) $ (11,335,845) $ (53,279) $ 934,234
Net loss - - - (276,429) - - - (276,429)
Other comprehensive income, net of tax - - - - - - 5,583 5,583
Dividends forfeited - - - 63 - - - 63
Issuance of restricted shares, net 270 2 (2) - - - - -
Payment and vesting of performance stock units 274 3 (3) - - - - -
Stock-based compensation expense, net - - 9,074 - - - - 9,074
Accelerated share repurchase program - - - - - - -
Director fees paid in stock - - - - - - - -
Repurchase of common stock, including fees - - - - (5,266) (118,912) - (118,912)
Balance at November 27, 2021 344,140 $ 3,441 $ 2,227,469 $ 9,825,156 (247,802) $ (11,454,757) $ (47,696) $ 553,613
Nine Months Ended November 27, 2021

Additional Other
Balance at February 27, 2021 343,241 $ 3,432 $ 2,152,135 $ 10,225,253 (233,620) $ (11,048,284) $ (55,600) $1,276,936
Net loss - - - (400,518) - - - (400,518)
Accelerated share repurchase program - - 47,550 - (200) (47,550) - -
Director fees paid in stock 7 - 138 - - - - 138
Balance at November 27, 2021 344,140 $ 3,441 $ 2,227,469 $ 9,825,156 (247,802) $ (11,454,757) $ (47,696) $ 553,613
-6-
Table of Contents`


Additional Other
Balance at August 29, 2020 343,676 $ 3,436 $ 2,183,564 $ 10,290,896 (217,668) $ (10,718,789) $ (62,099) $1,697,008
Net loss - - - (75,441) - - - (75,441)
Other comprehensive loss, net of tax - - - - - - (2,636) (2,636)
Forfeiture of restricted shares, net (192) (2) 2 - - - - -
Payment and vesting of performance stock units - - - - - - - -
Accelerated share repurchase program - - (132,615) - (4,500) (92,385) - (225,000)
Repurchase of common stock, including fees - - - - (101) (1,667) - (1,667)
Balance at November 28, 2020 343,484 $ 3,434 $ 2,058,358 $ 10,215,743 (222,269) $ (10,812,841) $ (64,735) $1,399,959
Nine Months Ended November 28, 2020

Additional Other
Balance at February 29, 2020 343,683 $ 3,436 $ 2,167,337 $ 10,374,826 (217,155) $ (10,715,755) $ (64,909) $1,764,935
Net loss - - - (159,832) - - - (159,832)
Other comprehensive income, net of tax - - - - - - 174 174
Balance at November 28, 2020 343,484 $ 3,434 $ 2,058,358 $ 10,215,743 (222,269) $ (10,812,841) $ (64,735) $1,399,959
-7-
Table of Contents`

Consolidated Statements of Cash Flows
Nine Months Ended
November 27, 2021 November 28, 2020
Cash Flows from Operating Activities:
Net loss $ (400,518) $ (159,832)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization 214,742 262,584
Impairments, including on assets held for sale 18,472 172,434
Stock-based compensation 26,875 23,064
Deferred income taxes 126,437 (43,354)
Loss (gain) on sale of businesses 18,221 (75,619)
Loss (gain) on debt extinguishment 376 (77,038)
Other (7,516) 128
Decrease (increase) in assets:
Merchandise inventories (240,522) (91,235)
Other current assets 60,582 (1,680)
Other assets (82) 323
Increase (decrease) in liabilities:
Accounts payable (72,408) 97,713
Merchandise credit and gift card liabilities 1,551 (21,199)
Income taxes payable (1,160) (8,876)
Operating lease assets and liabilities, net (16,707) 10,808
Other liabilities (13,468) 6,426
Net cash (used in) provided by operating activities (264,740) 192,402
Cash Flows from Investing Activities:

Purchases of held-to-maturity investment securities (29,997) -
Redemption of held-to-maturity investment securities 30,000 386,500
Net proceeds from sale of business - 482,709
Net proceeds from sale of property 5,000 -
Capital expenditures (232,470) (117,316)
Net cash (used in) provided by investing activities (227,467) 751,893
Cash Flows from Financing Activities:

Borrowing of long-term debt - 236,400
Repayments of long-term debt (11,355) (457,827)
Prepayment under share repurchase agreement - (132,615)
Repurchase of common stock, including fees (358,923) (97,086)
Payment of dividends (767) (23,063)
Payment of deferred financing fees (3,443) (7,690)
Net cash used in financing activities (374,488) (481,881)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (88) 3,328
Net (decrease) increase in cash, cash equivalents and restricted cash (866,783) 465,742
Change in cash balances classified as held-for-sale - 4,815
Net (decrease) increase in cash, cash equivalents and restricted cash (866,783) 470,557
Cash, cash equivalents and restricted cash:
Beginning of period 1,407,224 1,023,650
End of period $ 540,441 $ 1,494,207
-8-
Table of Contents`

Notes to Consolidated Financial Statements
(unaudited)
1) BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared without audit. In the opinion of management, the accompanying
consolidated financial statements contain all adjustments (consisting of only normal recurring accruals and elimination of intercompany balances
and transactions) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of November
27, 2021 and February 27, 2021 and the results of its operations, shareholders' equity, and comprehensive (loss) income for the three and nine
months ended November 27, 2021 and November 28, 2020 and its cash flows for the nine months ended November 27, 2021 and November 28, 2020.
The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and
consequently do not include all the disclosures normally required by U.S. generally accepted accounting principles ("GAAP"). Reference should be
made to the Company’s Annual Report on Form 10-K for the fiscal year ended February 27, 2021 for additional disclosures, including a summary of
the Company’s significant accounting policies, and to subsequently filed Form 8-Ks.
For fiscal 2021, the Company is accounting for its operations as one operating segment, North American Retail. For fiscal 2020, until the divestiture
of Linen Holdings in October 2020, the Company accounted for its operations as two operating segments: North American Retail and Institutional
Sales (which was comprised of Linen Holdings), which did not meet the quantitative thresholds under U.S. generally accepted accounting
principles and, therefore, was not a reportable segment. Net sales outside of the U.S. for the Company were not material for the three and nine
months ended November 27, 2021 and November 28, 2020. As the Company operates in the retail industry, its results of operations are affected by
general economic conditions and consumer spending habits.
2) IMPACT OF THE COVID-19 PANDEMIC
In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. That same month, as a result of the COVID-19
pandemic, the Company began to temporarily close certain store locations that did not have a health and personal care department, and as of
March 23, 2020, all of the Company's retail stores across the U.S. and Canada were temporarily closed except for most stand-alone buybuy BABY
and Harmon stores, subject to state and local regulations. In May 2020, the Company announced a phased approach to re-open its stores in
compliance with relevant government directives, and as of the end of July 2020, nearly all of its stores re-opened. During portions of fiscal 2021, a
limited number of stores in Canada either closed temporarily or continued to operate under restrictions in compliance with local governmental
orders. As of November 27, 2021, all of the Company's stores were operating without restriction subject to compliance with mask and vaccine
requirements.
In the first half of fiscal 2020, the Company had also suspended its plans for debt reduction and postponed share repurchases, but lifted the debt
repurchase suspension in August 2020 and the postponement of share repurchases in October 2020.
Similar to other retailers, the Company also withheld portions of and/or delayed payments to certain of its business partners as the Company
negotiated revisions to its payment terms, in order to further maintain liquidity given the temporary store closures (See "Leases," Note 9).
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the United States, which provided
for certain changes to tax laws, which impacted the Company’s results of operations, financial position and cash flows. The Company implemented
certain provisions of the CARES Act, such as deferring employer payroll taxes and utilizing the ability to carry back and deduct losses to offset
prior income in previously filed tax returns. As of both November 27, 2021 and February 27, 2021, the Company has deferred $3.1 million of employer
payroll taxes, of which approximately 50% was deposited during December 2021 with the remaining 50% required to be deposited by December
2022. During the three and nine months ended November 27, 2021, under the CARES Act, the Company recorded income tax benefits of $2.4 million
and $18.6 million, respectively, as a result of the fiscal 2020 and fiscal 2019 net operating losses that were carried back to prior years during which
the federal tax rate was 35%. During the three and nine months ended November 28, 2020, under the CARES Act, the Company recorded income tax
benefits of $0.7 million and $43.7 million, respectively.
-9-
Table of Contents`
In addition, during the three and nine months ended November 27, 2021, the Company recorded credits of approximately $0.8 million and $3.7
million, respectively, as an offset to selling, general and administrative expenses as a result of the employee retention credits made available under
the CARES Act for U.S. employees and under the Canada Emergency Wage Subsidy for Canadian employees. During three and nine months ended
November 28, 2020, the Company recorded credits of approximately $1.0 million and $28.3 million, respectively.
The COVID-19 pandemic materially adversely impacted the Company’s results of operations and cash flows for the three and nine months ended
November 28, 2020. Numerous uncertainties continue to surround the pandemic and its ultimate impact on the Company. Further discussion of the
risks and uncertainties posed by the COVID-19 pandemic is disclosed in “Risk Factors” under Part II, Item 1A of this Form 10-Q and Part I, Item 1A
of the Company’s 2020 Form 10-K.
3) REVENUE RECOGNITION
Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The
value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of
sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value
added tax, are not included in sales.
Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the
value of unused card balances over defined time periods and have no expiration dates. For the nine months ended November 27, 2021 and
November 28, 2020, the Company recognized net sales for gift card and merchandise credit redemptions of approximately $60.5 million and $79.4
million, respectively, which were included in merchandise credit and gift card liabilities on the consolidated balance sheet as of February 27, 2021
and February 29, 2020, respectively.
Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although the estimate for sales
returns has not varied materially from historical provisions, actual experience could vary from historical experience in the future if the level of sales
return activity changes materially. In the future, if the Company concludes that an adjustment is required due to material changes in the returns
activity, the liability for estimated returns and the corresponding right of return asset will be adjusted accordingly. As of November 27, 2021 and
February 27, 2021, the Company recorded a liability for estimated returns of $32.0 million and $36.2 million, respectively, in accrued expenses and
other current liabilities, and the corresponding right of return asset for merchandise of $19.6 million and $23.4 million, respectively, in prepaid
expenses and other current assets.
The Company sells a wide assortment of domestics merchandise and home furnishings. Domestics merchandise includes categories such as bed
linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop items, fine tabletop,
basic housewares, general home furnishings (including furniture and wall décor), consumables and certain juvenile products. Sales of domestics
merchandise and home furnishings accounted for approximately 37.6% and 62.4% of net sales, respectively, for the three months ended November
27, 2021, and approximately 35.7% and 64.3% of net sales, respectively, for the three months ended November 28, 2020. Sales of domestics
merchandise and home furnishings accounted for approximately 38.4% and 61.6% of net sales, respectively, for the nine months ended November
27, 2021, and approximately 35.4% and 64.6% of net sales, respectively, for the nine months ended November 28, 2020.
-10-
Table of Contents`
4) FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction
between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted
market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and
minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that
market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable
inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability
developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that
is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
•Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are
based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree
of judgment.
•Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for
identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active
markets.
•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, long term debt and certain other
liabilities. The book value of the Company's financial instruments, excluding long term debt, is representative of their fair values. The Company’s
investment securities at November 27, 2021 consisted primarily of U.S. Treasury securities, which are stated at amortized cost and are based on
quoted prices in active markets for identical instruments (Level 1 valuation). As of November 27, 2021 and February 27, 2021, the fair value of the
Company’s long term debt was approximately $1.097 billion and $1.118 billion, respectively, which is based on quoted prices in active markets for
identical instruments (i.e., Level 1 valuation), compared with the carrying value of approximately $1.184 billion and $1.195 billion, respectively.
The Company does not have any financial assets utilizing Level 2 inputs. Financial assets utilizing Level 3 inputs included long term investments in
auction rate securities consisting of preferred shares of closed end municipal bond funds (See "Investment Securities," Note 6).
5) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Included in
cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five business days, of $138.9 million and
$64.0 million as of November 27, 2021 and February 27, 2021, respectively.
There was no short-term restricted cash as of November 27, 2021. Short-term restricted cash of $5.0 million, as of February 27, 2021, is included in
prepaid expenses and other current assets on the consolidated balance sheet. Long-term restricted cash of $31.4 million and $49.2 million,
respectively, as of November 27, 2021 and February 27, 2021, respectively, is included in other long-term assets on the consolidated balance sheet.
-11-
Table of Contents`
6) INVESTMENT SECURITIES
The Company’s investment securities as of November 27, 2021 and February 27, 2021 are as follows:
(in millions) November 27, 2021 February 27, 2021
Available-for-sale securities:
Long term $ 19.1 $ 19.4
Held-to-maturity securities:
Short term - -
Total investment securities $ 19.1 $ 19.4
Auction Rate Securities
As of November 27, 2021 and February 27, 2021, the Company’s long term available-for-sale investment securities represented approximately $20.3
million par value of auction rate securities, less temporary valuation adjustments of approximately $1.1 million and $0.8 million, respectively,
consisting of preferred shares of closed end municipal bond funds. Since these valuation adjustments are deemed to be temporary, they are
recorded in accumulated other comprehensive loss, net of a related tax benefit, and did not affect the Company’s net earnings.
U.S. Treasury Securities
As of November 27, 2021 and February 27, 2021, the Company had no short-term held-to-maturity securities, consisting of U.S. Treasury Bills with
remaining maturities of less than one year. These securities are stated at their amortized cost, which approximates fair value based on quoted prices
in active markets for identical instruments (i.e., Level 1 valuation).
7) IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may
exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future
cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets
to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to
sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale are separately presented in the
appropriate asset and liability sections of the balance sheet (See "Assets Held for Sale and Divestitures," Note 18). For the three and nine months
ended November 27, 2021, the Company recorded $1.6 million and $15.6 million, respectively, of non-cash pre-tax impairment charges in impairments
in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. For the
three and nine months ended November 28, 2020, the Company recorded $1.6 million and $84.0 million, respectively, of non-cash pre-tax impairment
charges in impairments, including on assets held for sale, in its consolidated statement of operations for certain store-level assets, including
leasehold improvements and operating lease assets. In the future, if events or market conditions affect the estimated fair value to the extent that a
long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs.
8) PROPERTY AND EQUIPMENT
As of November 27, 2021 and February 27, 2021, included in property and equipment, net is accumulated depreciation of approximately $1.8 billion
and $1.7 billion, respectively.
9) LEASES
The Company leases retail stores, distribution facilities, offices and equipment under agreements expiring at various dates through 2041. The leases
provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five year renewal options, often at
increased rents, the exercise of which is at the Company’s sole discretion. Certain leases provide for contingent rents (which are based upon store
sales exceeding stipulated amounts and are immaterial for the three and nine months ended November 27, 2021 and November 28, 2020), scheduled
rent increases and renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area
maintenance charges.
-12-
Table of Contents`
The Company subleases certain real estate to unrelated third parties, which have all been classified as operating leases. The Company recognizes
sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements provide for
a series of five-year renewal options, the exercise of which are at the Company's sole discretion.
The Company regularly negotiates lease terms with landlords, including in connection with its transformation initiatives. Beginning in the first
quarter of 2020, in order to maintain liquidity given temporary store closures as a result of the COVID-19 pandemic (See "Impact of the COVID-19
Pandemic," Note 2), the Company withheld portions of and/or delayed or deferred payments to certain landlords, including in connection with
renegotiations of lease terms. In some instances, the renegotiations led to agreements with landlords for rent abatements or rental deferrals. In fiscal
2021, the Company has continued to withhold payments to certain landlords in connection with certain negotiations of payment terms. Total
payments withheld and/or delayed or deferred as of November 27, 2021 and February 27, 2021 were approximately $3.0 million and $9.6 million,
respectively, and are included in current liabilities.
In accordance with the Financial Accounting Standards Board’s Staff Q&A regarding rent concessions related to the effects of the COVID-19
pandemic, the Company has elected to account for the concessions agreed to by landlords that do not result in a substantial increase in the rights
of the lessor or the obligations of the lessee as though enforceable rights and obligations for those concessions existed in the original lease
agreements and the Company has elected to not remeasure the related lease liabilities and right-of-use assets. For qualifying rent abatement
concessions, the Company has recorded negative lease expense for the amount of the concession during the period of relief, and for qualifying
deferrals of rental payments, the Company has recognized a non-interest bearing payable in lieu of recognizing a decrease in cash for the lease
payment that would have been made based on the original terms of the lease agreement, which will be reduced when the deferred payment is made
in the future. During the three and nine months ended November 27, 2021, the Company recognized reduced rent expense of $0.3 million and $2.6
million, respectively, related to rent abatement concessions. The Company recognized $3.4 million and $7.8 million, respectively, of reduced rent
expense during each of the three and nine months ended November 28, 2020.
The components of total lease cost for the three and nine months ended November 27, 2021 and November 28, 2020, were as follows:

Statement of Operations November 27, November 28, November 27, November 28,
(in thousands) Location 2021 2020 2021 2020
Operating lease cost Cost of sales and SG&A $ 105,230 $ 152,402 $ 332,952 $ 442,120
Finance lease cost:
Depreciation of property SG&A - 642 - 1,938
Interest on lease liabilities Interest expense, net - 2,234 - 6,692
Variable lease cost Cost of sales and SG&A 40,753 50,060 112,270 149,755
Sublease income SG&A (9,929) (1,852) (34,735) (2,408)
Total lease cost $ 136,054 $ 203,486 $ 410,487 $ 598,097
As of November 27, 2021 and February 27, 2021, assets and liabilities related to the Company’s leases were as follows:
November 27, February 27,
(in thousands) Consolidated Balance Sheet Location 2021 2021
Assets
Operating leases Operating lease assets $ 1,603,536 $ 1,587,101
Total lease assets $ 1,603,536 $ 1,587,101
Liabilities
Current:
Operating leases Current operating lease liabilities $ 347,721 $ 360,061
Noncurrent:
Operating leases Operating lease liabilities 1,532,873 1,509,767
Total lease liabilities $ 1,880,594 $ 1,869,828
-13-
Table of Contents`
As of November 27, 2021, the Company’s lease liabilities mature as follows:

(in thousands) Operating Leases
Fiscal Year:
Remainder of 2021 $ 108,467
2022 440,898
2023 377,833
2024 323,075
2025 261,771
2026 191,406
Thereafter 598,862
Total lease payments $ 2,302,312
Less imputed interest (421,718)
Present value of lease liabilities $ 1,880,594
At November 27, 2021, the Company has entered into one lease, which has not yet commenced, for a regional distribution center planned to open in
fiscal 2022. The aggregate minimum rental payments over the term of the lease of approximately $107.2 million are not included in the above table.
The Company’s lease terms and discount rates were as follows:
November 27, 2021 February 27, 2021

Weighted-average remaining lease term (in years)
Operating leases 6.9 6.8
Weighted-average discount rate
Operating leases 6.0 % 6.4 %
Other information with respect to the Company’s leases is as follows:
Nine Months Ended

November 27, November 28,
(in thousands) 2021 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases $ 340,314 431,679
Operating cash flows for finance leases - 7,875
Operating lease assets obtained in exchange for new operating lease liabilities 293,824 236,222
10) INCOME TAXES
The effective income tax rate for the three months ended November 27, 2021 was (171.3)% compared with 46.4% for the three months ended
November 28, 2020. The effective income tax rate for the three months ended November 27, 2021 reflects the impact of a charge to record a valuation
allowance in the fiscal third quarter of $181.5 million, discussed below, as well as a benefit of $2.4 million resulting from an adjustment to the
estimated net operating loss incurred in fiscal 2020 which was carried back, under the provisions of the CARES Act, to a year in which the tax rate
was 35%. For the three months ended November 28, 2020, the effective tax rate included the impact of impairment charges for leasehold
improvements and lease assets, a $0.7 million benefit related to fiscal 2019 net operating loss carry-back under the CARES Act and other discrete
tax items.
-14-
Table of Contents`
The effective income tax rate for the nine months ended November 27, 2021 was (37.9)% compared with 45.7% for the nine months ended November
28, 2020. The effective income tax rate for the nine months ended November 27, 2021 reflects the impact of a charge to record a valuation allowance
in the fiscal third quarter of $181.5 million, discussed below, as well as a benefit of $18.6 million resulting from an adjustment to the estimated net
operating loss incurred in fiscal 2020 which was carried back, under the provisions of the CARES Act, to a year in which the tax rate was 35%. For
the nine months ended November 28, 2020, the effective tax rate included the impact of impairment charges for leasehold improvements and lease
assets, a $43.7 million benefit related to fiscal 2019 net operating loss carry-back under the CARES Act and other discrete tax items.
In assessing the recoverability of its deferred tax assets, the Company evaluates the available objective positive and negative evidence to estimate
whether it is more likely than not that sufficient future taxable income will be generated to permit use of existing deferred tax assets in each
taxpaying jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit,
the Company establishes a valuation allowance. A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its
deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.
During the three months ended November 27, 2021, the Company concluded that, based on its evaluation of available objective positive and
negative evidence, it is no longer more likely than not that its net U.S. federal and state deferred tax assets are recoverable. In assessing the
realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included the Company’s cumulative
taxable loss for the past three years, current trends related to actual taxable earnings or losses, and expected future reversals of existing taxable
temporary differences, as well as timing and cost of the Company's transformation initiatives and their expected associated benefits. Accordingly,
the Company recorded a charge of $181.5 million in the third fiscal quarter of 2021 as a reserve against its net U.S. federal and state deferred tax
assets. As of November 27, 2021 and February 27, 2021, the total valuation allowance relative to U.S. federal and state deferred tax assets was
$192.0 million and $10.5 million, respectively.
As of November 27, 2021 and February 27, 2021, the Company had also recorded a valuation allowance of $15.5 million relative to the Company's
Canadian net deferred tax asset, as the Company did not believe the deferred tax assets in that jurisdiction were more likely than not to be realized.
The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in a future period if
estimates of future taxable income change or if objective negative evidence in the form of cumulative losses is no longer present and additional
weight is given to subjective evidence such as projections for future growth.
During the three and nine months ended November 27, 2021, the change in the gross amount of unrecognized tax benefits and accrued interest and
penalties was not significant.
As of November 27, 2021, the Company operated in all 50 states, the District of Columbia, Puerto Rico, Canada and Mexico and files income tax
returns in the United States and various state, local and international jurisdictions. The Company is currently under examination by the Internal
Revenue Service for the tax year 2014. The Company is open to examination for state, foreign and local jurisdictions with varying statutes of
limitations, generally ranging from 3 to 9 years.
11) INDEFINITE LIVED INTANGIBLE ASSETS
Included in other assets in the accompanying consolidated balance sheets as of November 27, 2021 and February 27, 2021, respectively, are $19.1
million and $22.0 million for indefinite lived tradenames and trademarks.
The Company reviews intangibles that have indefinite lives for impairment annually as of the end of the fiscal year or when events or changes in
circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best
information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates
of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining appropriate
discount rates and terminal growth rates, and other assumptions, to estimate the fair value of indefinite lived intangible assets. Although the
Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially
impact its reported financial results.
-15-
Table of Contents`
Indefinite-lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its tradenames
using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a
hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. During the three and
nine months ended November 27, 2021, the Company completed a quantitative impairment analysis for certain of its indefinite lived intangible
assets, by comparing the fair value of the tradenames to their carrying value and recognized a non-cash pre-tax tradename impairment charge of $0.2
million and $2.9 million, respectively, in impairments, including on assets held for sale, in its consolidated statements of operations. During the three
and nine months ended November 28, 2020, the Company recorded tradename impairment charges of $2.4 million and $35.1 million, respectively, in
impairments, including on assets held for sale, in its consolidated statements of operations. As of November 27, 2021, for the remaining indefinite
lived intangible assets, the Company assessed qualitative factors in order to determine whether any events and circumstances existed which
indicated that it was more likely than not that the fair value of these indefinite lived assets did not exceed their carrying values and concluded no
such events or circumstances existed which would require an impairment test be performed. In the future, if events or market conditions affect the
estimated fair value to the extent that an asset is impaired, the Company will adjust the carrying value of these assets in the period in which the
impairment occurs.
12) LONG TERM DEBT
Senior Unsecured Notes
On July 17, 2014, the Company issued $300.0 million aggregate principal amount of 3.749% senior unsecured notes due August 1, 2024, $300.0
million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 and $900.0 million aggregate principal amount of 5.165%
senior unsecured notes due August 1, 2044 (collectively, the "Notes"). Interest on the Notes is payable semi-annually on February 1 and August 1
of each year.
The Notes were issued under an indenture (the "Base Indenture"), as supplemented by a first supplemental indenture (together, with the Base
Indenture, the "Indenture"), which contains various restrictive covenants, which are subject to important limitations and exceptions that are
described in the Indenture. The Company was in compliance with all covenants related to the Notes as of November 27, 2021.
The Company did not purchase any of its outstanding unsecured notes during the three months ended November 27, 2021. During the nine months
ended November 27, 2021, the Company purchased approximately $11.0 million aggregate principal amount of its outstanding 3.749% senior
unsecured notes due August 1, 2024. The total consideration paid for the notes accepted for purchase of $11.4 million during the nine months
ended November 27, 2021 included accrued and unpaid interest up to, but not including, the early settlement date. The Company recorded a loss on
extinguishment of debt of $0.4 million in its consolidated statement of operations for the nine months ended November 27, 2021, including the write
off of unamortized debt financing costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs.
During the second quarter of fiscal 2020, the Company purchased $75.0 million aggregate principal amount of its outstanding 4.915% senior
unsecured notes due 2034 and approximately $225.0 million aggregate principal amount of its outstanding 5.165% senior unsecured notes due 2044.
The total consideration paid for the notes accepted for purchase of $220.9 million included an early tender premium of $50 per $1,000 principal
amount of the notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the early settlement date. The Company
recorded a gain on extinguishment of debt of $77.0 million in its consolidated statement of operations for the nine months ended November 28,
2020, including the write off of unamortized debt financing costs related to the extinguished portion of the notes accepted for purchase and
reacquisition costs.
As of November 27, 2021 and February 27, 2021, unamortized deferred financing costs associated with the Company’s Notes were $4.7 million and
$5.0 million, respectively, and are included in long-term debt in the Company's consolidated balance sheets.
Asset-Based Credit Agreement
On August 9, 2021, the Company amended its asset-based credit agreement (the “Amended Credit Agreement”) among the Company, certain of the
Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such
capacity, the “Agent”), and the lenders party thereto, which replaced the Company's previous $850.0 million which was due to mature on June 19,
2023.
-16-
Table of Contents`
The Amended Credit Agreement provides for an asset-based revolving credit facility (the “ABL Facility”) with aggregate revolving commitments
established at closing of $1.0 billion, including a swingline subfacility and a letter of credit subfacility. The Amended Credit Agreement has an
uncommitted expansion feature which allows the borrowers to request, at any time following the delivery of an initial field exam and appraisal, an
increase in aggregate revolving commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility, collectively, in an aggregate
amount of up to $375.0 million, subject to certain customary conditions. The Amended Credit Agreement matures on August 9, 2026.
As of November 27, 2021, the Company had no loans outstanding under the ABL Facility, but had outstanding letters of credit of $92.2 million.
The ABL Facility is secured on a first priority basis (subject to customary exceptions) on all accounts receivable (including credit card receivables),
inventory, certain deposit accounts and securities accounts, and certain related assets, of the Company and its subsidiaries that are borrowers or
guarantors under the ABL Facility. Amounts available to be drawn from time to time under the ABL Facility (including, in part, in the form of letters
of credit) are equal to the lesser of (i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to
the sum of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory, valued at the lower of cost or market value, determined on a
weighted average cost basis, minus (c) customary reserves.
Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the ABL Facility at any time
without premium or penalty. Any voluntary prepayments made will not reduce commitments under the ABL Facility. If at any time the outstanding
amount under the ABL Facility exceeds the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base, the Company will be
required to prepay outstanding amounts or cash collateralize letter of credit obligations under the ABL Facility.
Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable borrower’s election: (i) in
the case of loans denominated in U.S. dollars, such loans shall be comprised entirely of Alternate Base Rate ("ABR") loans and London Inter-Bank
Offered ("LIBO") Rate loans and (ii) in the case of loans denominated in Canadian dollars, such loans shall be comprised entirely of Canadian Prime
Rate loans and Canadian Dollar Offered Rate ("CDOR") loans, in each case as set forth in the Amended Credit Agreement, plus an interest rate
margin based on average quarterly availability ranging from (i) in the case of ABR loans and Canadian Prime Rate loans, 0.25% to 0.75%; provided
that if ABR or the Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (ii) in the case of LIBO Rate
loans and CDOR Loans, 1.25% to 1.75%; provided that if the LIBO Rate is less than 0.00%, such rate shall be deemed to be 0.00%, as applicable.
The Amended Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative
covenants for facilities of this type, including but not limited to a springing financial covenant relating to a fixed charge coverage ratio, and
restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, restricted payments and prepayment of certain indebtedness.
The Company was in compliance with all covenants related to the Amended Credit Agreement as of November 27, 2021.
As of November 27, 2021 and February 27, 2021, deferred financing costs associated with the Company's ABL Facility were $7.9 million and $6.1
million, respectively, and were recorded in other assets in the Company's consolidated balance sheets.
The Company amortizes deferred financing costs for the Notes and the ABL Facility over their respective terms and such amortization is included in
interest expense, net in the consolidated statements of operations. Interest expense related to the Notes and the revolving credit facilities, including
the commitment fee and the amortization of deferred financing costs, was approximately $16.1 million and $15.9 million, respectively, for the three
months ended November 27, 2021 and November 28, 2020 and $49.0 million and $55.8 million, respectively, for the nine months ended November 27,
2021 and November 28, 2020.
13) SHAREHOLDERS' EQUITY
The Company has authorization to make repurchases of shares of the Company’s common stock from time to time in the open market or through
other parameters approved by the Board of Directors pursuant to existing rules and regulations.
Between December 2004 and April 2021, the Company’s Board of Directors authorized, through several share repurchase programs, the repurchase
of up to $12.950 billion of the Company’s shares of common stock. The Company also acquires shares of its common stock to cover employee
related taxes withheld on vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in
December 2004, the aggregate total of common stock repurchased is approximately 247.8 million shares for a total cost of approximately $11.5 billion.
The Company had approximately $1.5 billion remaining of authorized share repurchases as of November 27, 2021.
-17-
Table of Contents`
Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number of factors, including the
price of the Company's common stock, general business and economic conditions, the Company's financial condition and operating results, the
emergence of alternative investment or acquisition opportunities, changes in business strategy and other factors. The Company's share repurchase
program could change, and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19
pandemic. The Company reviews its alternatives with respect to its capital structure on an ongoing basis. Any future share repurchases will be
subject to the determination of the Board of Directors, based on an evaluation of the Company's earnings, financial condition and requirements,
business conditions and other factors, including the restrictions on share repurchases under the ABL Facility (See “Long Term Debt,” Note 12).
In connection with its share repurchase program, during the three and nine months ended November 27, 2021, the Company repurchased
approximately 5.1 million and 13.4 million shares, respectively, of its common stock, at a total cost of approximately $113.4 million and $344.6 million,
respectively, including fees. Additionally, during the three and nine months ended November 27, 2021, the Company repurchased approximately 0.2
million and 0.6 million shares, respectively, of its common stock, to cover employee related taxes withheld on vested restricted stock, restricted
stock unit awards and performance stock unit awards, at a total cost of approximately $5.5 million and $14.3 million, respectively.
In the first quarter of fiscal 2020, the Company had postponed share repurchases, but lifted this postponement in October 2020. In October 2020,
the Company entered into an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association to repurchase $225.0
million of its common stock, subject to market conditions, which settled in the fourth quarter of fiscal 2020, resulting in the repurchase of a total of
10.8 million shares. In January 2021, the Company entered into a second accelerated share repurchase agreement to repurchase an aggregate $150.0
million of its common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of fiscal 2020,
and an additional 0.2 million shares received upon final settlement in the first quarter of fiscal 2021. During the three and nine months ended
November 28, 2020, the Company also repurchased approximately 0.1 million and 0.6 million shares, respectively, of its common stock, to cover
employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of
approximately $1.7 million and $4.7 million, respectively.
During fiscal 2016, the Company’s Board of Directors authorized a quarterly dividend program. In March 2020, the Company suspended its future
quarterly declarations of cash dividends as a result of the COVID-19 pandemic. During the three and nine months ended November 27, 2021, total
cash dividends of $0.1 million and $0.8 million (consisting of dividends paid on restricted shares that vested in fiscal 2021), respectively, were paid.
During the three and nine months ended November 28, 2020, total cash dividends of $0.1 million and $23.1 million, respectively, were paid. Any
future quarterly cash dividend payments on its common stock will be subject to the determination by the Board of Directors, based on an
evaluation of the Company’s earnings, financial condition and requirements, business conditions and other factors, including the restrictions on
the payment of dividends contained in the Amended Credit Agreement (See “Long Term Debt,” Note 12).
Cash dividends, if any, are accrued as a liability on the Company’s consolidated balance sheets and recorded as a decrease to retained earnings
when declared.
14) STOCK-BASED COMPENSATION
The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records
such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to
restricted stock awards, restricted stock units and performance stock units. The Company’s restricted stock awards are considered nonvested share
awards.
Stock-based compensation expense for the three and nine months ended November 27, 2021 was approximately $8.9 million and $26.9 million,
respectively. Stock-based compensation expense for the three and nine months ended November 28, 2020 was approximately $7.2 million and $23.1
million, respectively. In addition, the amount of stock-based compensation cost capitalized for the three and nine months ended November 27, 2021
was approximately $0.2 million and $0.8 million, respectively. Stock-based compensation cost capitalized for the three and nine months ended
November 28, 2020 was approximately $0.3 million and $0.6 million, respectively.
-18-
Table of Contents`
Incentive Compensation Plans
The Company may grant awards under the Bed Bath & Beyond 2018 Incentive Compensation Plan (the “2018 Plan”) and the Bed Bath & Beyond
2012 Incentive Compensation Plan (the "2012 Plan"). The 2018 Plan includes an aggregate of 4.6 million shares of common stock authorized for
issuance of awards permitted under the 2018 Plan, including stock options, stock appreciation rights, restricted stock awards, performance awards
and other stock-based awards. The 2018 Plan supplements the 2012 Plan, which amended and restated the Bed Bath & Beyond 2004 Incentive
Compensation Plan (the “2004 Plan”). The 2012 Plan includes an aggregate of 43.2 million common shares authorized for issuance of awards
permitted under the 2012 Plan (similar to the 2018 Plan). Outstanding awards that were covered by the 2004 Plan continue to be in effect under the
2012 Plan.
The terms of the 2012 Plan and the 2018 Plan are substantially similar and enable the Company to offer incentive compensation through stock
options (whether nonqualified stock options or incentive stock options), restricted stock awards, stock appreciation rights, performance awards
and other stock-based awards, and cash-based awards. Grants are determined by the Compensation Committee of the Board of Directors of the
Company for those awards granted to executive officers and by the Board of Directors of the Company for awards granted to non-employee
directors. Restricted stock awards generally become vested in five to seven equal annual installments beginning one to three years from the date of
grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. Restricted stock units generally become
vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the
Company’s service on specified vesting dates. Performance stock units generally vest at the end of the performance period dependent on the
Company’s achievement of performance-based tests and subject, in general, to the executive remaining in the Company’s service on specified
vesting dates.
The Company generally issues new shares for restricted stock awards and vesting of restricted stock units and performance stock units. The 2018
Plan expires in May 2028. The 2012 Plan expires in May 2022.
As described in further detail below, in fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive
officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. The
inducement awards were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were not made under the 2012 Plan or the 2018 Plan.
Restricted Stock Awards
Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in five to seven equal
annual installments beginning one to three years from the date of grant, subject, in general, to the recipient remaining in the Company’s service on
specified vesting dates. Vesting of restricted stock is based solely on time vesting. As of November 27, 2021, unrecognized compensation expense
related to the unvested portion of the Company’s restricted stock awards was $11.4 million, which is expected to be recognized over a weighted
average period of 2.3 years.
Changes in the Company’s restricted stock for the nine months ended November 27, 2021 were as follows:
Number of Restricted Weighted Average
Shares Grant-Date Fair
(Shares in thousands) Value
Unvested restricted stock awards, beginning of period 935 $ 34.34
Granted 47 29.58
Vested (269) 41.02
Forfeited (164) 29.66
Unvested restricted stock awards, end of period 549 $ 31.99
Restricted Stock Units ("RSUs")
RSUs are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments
beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. RSUs
are converted into shares of common stock upon vesting. As of November 27, 2021, unrecognized compensation expense related to the unvested
portion of the Company’s RSUs was $33.7 million, which is expected to be recognized over a weighted average period of 2.1 years.
-19-
Table of Contents`
Changes in the Company’s RSUs for the nine months ended November 27, 2021 were as follows:
Number of Restricted Weighted Average

Stock Units Grant-Date Fair
Unvested restricted stock units, beginning of period 2,270 $ 14.04
Granted 1,026 25.59
Vested (391) 16.58
Unvested restricted stock units, end of period 2,599 $ 17.30
Performance Stock Units ("PSUs")
PSUs are issued and measured at fair market value on the date of grant using the following performance periods and performance metrics. The
performance metrics generally include one or more of Earnings Before Interest and Taxes ("EBIT"), Total Shareholder Return ("TSR"), Return on
Invested Capital ("ROIC") or Gross Margin Percentage ("GM") compared with the Company's peer groups as determined by the Compensation
Committee of the Company's Board of Directors.
Fiscal Year Performance Period Performance Metrics Target Achievement Range (%)
2019 3 years TSR and EBIT 0% - 150%
2020 3 years TSR 0% - 150%
2021 3 years TSR and GM 0% - 200%
For the PSUs granted in fiscal 2018, the three year performance-based tests based on a combination of EBIT margin and ROIC were not met in the
first quarter of fiscal 2021 and therefore, there was no payment of these awards following vesting.
Vesting of PSUs awarded to certain of the Company’s executives is dependent on the Company’s achievement of a performance-based test from the
date of grant, during the performance period and, assuming achievement of the performance-based test, vest at the end of the performance period
noted above, subject, in general, to the executive remaining in the Company’s service on specified vesting dates. PSUs are converted into shares of
common stock upon payment following vesting. Upon grant of the PSUs, the Company recognizes compensation expense related to these awards
based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate on these awards on a
quarterly basis and adjusts compensation expense related to these awards, as appropriate. As of November 27, 2021, there was $18.1 million of
unrecognized compensation expense associated with these awards, which is expected to be recognized over a weighted average period of 2.3 years.
The fair value of the PSUs granted in fiscal 2021, for which performance during the three-year period will be based on a relative three-year TSR goal
relative to a peer group, was estimated on the date of the grant using a Monte Carlo simulation that uses the assumptions noted in the following
table.
Nine Months Ended
Monte Carlo Simulation Assumptions November 27, 2021
Risk Free Interest Rate 0.29 %
Expected Dividend Yield -%
Expected Volatility 52.21 %
Expected Term 3 years
-20-
Table of Contents`
Changes in the Company’s PSUs for the nine months ended November 27, 2021 were as follows:
Number of Performance Weighted Average

Stock Units Grant-Date Fair
Unvested performance stock units, beginning of period 1,475 $ 14.36
Granted 635 29.00
Vested (17) 12.38
Forfeited or performance condition adjustments (783) 17.44
Unvested performance stock units, end of period 1,310 $ 19.64
Inducement Awards
In fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to
their commencement of employment and entry into an employment agreement with the Company. These inducement awards were approved by the
Compensation Committee of the Board of Directors of the Company and did not require shareholder approval in accordance with Nasdaq Listing
Rule 5635(c)(4). The Company did not grant any such awards in fiscal 2021.
RSUs granted as inducement awards are issued and measured at fair market value on the date of grant and generally become vested in one to three
equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on
specified vesting dates. Changes in the RSUs granted as inducement awards for the nine months ended November 27, 2021 were as follows:
Weighted Average
Number of Restricted Grant-Date Fair
(Shares in thousands) Stock Units Value
Unvested restricted stock units, beginning of period 949 $ 7.36
Granted - -
Vested (512) 8.43
Forfeited - -
Unvested restricted stock units, end of period 437 $ 6.09
On November 4, 2019, in connection with the appointment of the Company’s President and Chief Executive Officer, the Company also granted
inducement awards consisting of 273,735 PSU awards, which are not included above. The PSUs vested over two years, based on performance goals
requiring the President and CEO to prepare and deliver to the Board of Directors key objectives and goals for the Company and the strategies and
initiatives for the achievement of such objectives and goals, and the President and CEO's provision of updates to the Board of Directors regarding
achievement of such goals and objectives. Vesting of the PSUs was also subject, in general, to the President and CEO remaining in the Company’s
service through the vesting date of November 4, 2021. On November 2, 2021, the Compensation Committee of the Board of Directors determined
that the performance goals established for the awards had been met, and the awards vested in full.
Other than with respect to the vesting terms described above for the inducement awards to the Company's President and Chief Executive Officer,
inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan. As of
November 27, 2021, unrecognized compensation expense related to the unvested portion of the Company's inducement awards was $1.9 million and
is expected to be recognized over a weighted average period of 1.5 years. Each inducement award recipient must hold at least fifty percent (50%) of
the after-tax shares of common stock received pursuant to the inducement awards until they have satisfied the terms of the Company’s stock
ownership guidelines.
15) EARNINGS PER SHARE
The Company presents earnings per share on a basic and diluted basis. Basic earnings per share has been computed by dividing net earnings by
the weighted average number of shares outstanding. Diluted earnings per share has been computed by dividing net earnings by the weighted
average number of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method.
Stock-based awards for the three and nine months ended November 27, 2021 of approximately 2.9 million and 2.9 million shares, respectively, and for
the three and nine months ended November 28, 2020 of approximately 1.3 million and 2.3 million shares, respectively, were excluded from the
computation of diluted earnings per share as the effect would be anti-dilutive.
-21-
Table of Contents`
16) SUPPLEMENTAL CASH FLOW INFORMATION
The Company paid income taxes of $4.0 million and $5.1 million in the first nine months of fiscal 2021 and 2020, respectively. In addition, the
Company made interest payments of approximately $34.5 million and $44.4 million in the first nine months of fiscal 2021 and 2020, respectively.
The Company recorded an accrual for capital expenditures of $39.1 million and $16.2 million as of November 27, 2021 and November 28, 2020,
respectively. The Company's accrual for dividends payable was $0.9 million and $2.6 million, respectively, as of November 27, 2021 and November
28, 2020.
17) RESTRUCTURING AND TRANSFORMATION INITIATIVE EXPENSES
Fiscal 2021 Restructuring and Transformation Initiative Expenses
The Company recorded $47.3 million and $226.5 million in its consolidated statements of operations for the three and nine months ended November
27, 2021 for costs associated with restructuring and other transformation initiatives, of which approximately $6.1 million and $127.1 million is
included in cost of sales and approximately $41.2 million and $99.4 million is included in restructuring and transformation initiative expenses in the
consolidated statements of operations. These charges were comprised of, and classified in the Company’s consolidated statement of operations, as
follows:
Cost of Sales
•$6.1 million and $127.1 million for the three and nine months ended November 27, 2021, respectively, related to the Company’s initiatives to
introduce certain new proprietary Owned Brand merchandise and, to a lesser extent, to redefine certain existing proprietary Owned Brands and to
rationalize product assortment across the Bed Bath & Beyond banner store base. The costs incurred in connection with these activities included
higher markdowns on inventory sold in the three and nine month periods of fiscal 2021, as well as an adjustment to reduce to its estimated realizable
value inventory on hand as of November 27, 2021 that will be removed from the product assortment as part of these initiatives.
Restructuring and Transformation Initiative Expenses
•Store Closures. During the three and nine months ended November 27, 2021, the Company had store closing activities for 5 and 26 Bed Bath &
Beyond stores, respectively, as part of its store network optimization program which commenced in fiscal 2020 and includes the planned closure of
approximately 200 mostly Bed Bath & Beyond stores by the end of fiscal 2021, which includes the 144 stores closed in fiscal 2020. As of November
27, 2021, the Company had closed a total of 170 stores under this program, including the 26 store closures in the first nine months of 2021. For the
three and nine months ended November 27, 2021, the Company recorded costs associated with planned store closures for which the store closing
process has commenced of approximately $6.9 million and $28.3 million, respectively, consisting of lease-related and other costs. At this point, the
Company is unable to estimate the amount or range of amounts expected to be incurred in connection with future store closures.
•Other transformation initiatives. During the three and nine months ended November 27, 2021, the Company recorded costs of $34.3 million
and $71.1 million, respectively, which include costs recorded in connection with termination of facility leases, including in connection with the store
network optimization program described above, as well as costs associated with other transformation initiatives, including technology
transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain
and finance.
Fiscal 2020 & 2019 Restructuring Expenses
Additionally, in fiscal 2020 and fiscal 2019, the Company recorded $149.3 million and $102.5 million, respectively, primarily for severance and related
costs in conjunction with its transformation initiatives and extensive leadership changes, in selling, general and administrative expenses in its
consolidated statement of operations.
As of November 27, 2021, the remaining accrual for severance and related costs related to these various initiatives from fiscal 2020 and 2019 was
$13.6 million.
-22-
Table of Contents`
18) ASSETS HELD FOR SALE AND DIVESTITURES
Assets Held for Sale
The Company has included businesses classified as held for sale within its continuing operations as their dispositions do not represent a strategic
shift that will have a major effect on the Company’s operations and financial results. As of November 27, 2021, the Company did not have any
businesses classified as held for sale. As of November 28, 2020, certain assets and liabilities related to Cost Plus World Market were classified as
held for sale on the Company's consolidated balance sheet.
Divestitures
Cost Plus World Market. On December 14, 2020, the Company announced that it entered into a definitive agreement to sell Cost Plus World Market
to Kingswood Capital Management, a Los Angeles-based private equity firm. On January 15, 2021, the Company completed the sale of Cost Plus
World Market. Proceeds from the sale were approximately $63.7 million, subject to certain working capital and other adjustments. The Company
recognized a loss on sale of approximately $72.0 million in loss on sale of businesses including impairment of assets held for sale in its consolidated
statements of operations for the fiscal year ended February 27, 2021. The $72.0 million loss on sale includes an impairment of $54.0 million recorded
in the third quarter of fiscal 2020 to remeasure the disposal group that was classified as held for sale to the lower of carrying value or fair value less
costs to sell, recorded in impairments, including on assets held for sale.
Christmas Tree Shops. On October 11, 2020, the Company entered into definitive agreements to sell Christmas Tree Shops ("CTS") to Handil
Holdings LLC and to sell one of the CTS distribution facilities to an institutional buyer, with a leaseback term of nine months, to provide business
continuity to the Company for some of its operations currently using the facility. These transactions were completed during the third quarter of
fiscal 2020, generating approximately $233.3 million in proceeds, subject to certain working capital and other adjustments, and the Company
recognized a loss on sale of approximately $53.8 million, which was recorded in loss on sale of businesses including impairment of assets held for
sale in its consolidated statements of operations for the fiscal year ended February 27, 2021.
Upon the divestiture of CTS, the Company retained liability for a non-contributory defined benefit pension plan for CTS employees hired on or
before July 31, 2003, who met specified age and length-of-service requirements. During the three months ended November 27, 2021, the Company
received final approval to terminate the plan, upon which the Company contributed $5.1 million to the plan. Using plan assets, the Company
purchased a non-participating group annuity contract for certain participants and made lump sum distributions to all remaining participants. Net
periodic pension cost included in the consolidated statement of operations includes the pre-tax release of $13.5 million from other comprehensive
income in connection with the settlement of the plan, which is recorded within loss on sale of businesses. The remaining net periodic pension cost
recorded during the three and nine months ended November 27, 2021 was not material to the Company’s results of operations.
Linen Holdings. On October 11, 2020, the Company entered into a definitive agreement to sell Linen Holdings to The Linen Group, LLC, an affiliate
of Lion Equity Partners. On October 24, 2020, the Company completed the sale of Linen Holdings for approximately $10.1 million, subject to certain
working capital and other adjustments, and recognized a loss on the sale of $64.6 million, which was recorded in loss on sale of businesses
including impairment of assets held for sale in its consolidated statements of operations for the fiscal year ended February 27, 2021.
PersonalizationMall.com. On February 14, 2020, the Company entered into a definitive agreement to sell PersonalizationMall.com ("PMall") to 1-
800-FLOWERS.COM, Inc. for $252.0 million, subject to certain working capital and other adjustments. The buyer was required to close the
transaction on March 30, 2020, but failed to do so. Accordingly, the Company had filed an action to require the buyer to close the transaction. On
July 20, 2020, the Company entered into a settlement agreement with respect to the litigation. Under this agreement, 1-800-FLOWERS.COM agreed
to move forward with its purchase of PMall from the Company for $245.0 million, subject to certain working capital and other adjustments. The
transaction closed on August 3, 2020. Net proceeds from the sale of PMall were $244.6 million, subject to certain working capital and other
adjustments, and the Company recognized a gain on the sale of approximately $189.3 million, which was recorded in loss on sale of businesses
including impairment of assets held for sale in its consolidated statement of operations for the fiscal year ended February 27, 2021. Upon the close
of the transaction, Bed Bath & Beyond withdrew the litigation against 1-800-FLOWERS.COM and 800-FLOWERS, INC.
In connection with the sale of PMall, the Company agreed to indemnify 1-800-FLOWERS.COM for certain litigation matters then existing at the time
of the close of the transaction, including certain matters for which the Company is entitled to indemnification from the former owner of PMall in
connection with the Company's purchase of PMall in fiscal 2016. (See Note 19, “Commitments and Contingencies” for additional information.)
-23-
Table of Contents`
One Kings Lane. On April 13, 2020, the Company completed the sale of One Kings Lane ("OKL"). Proceeds from the sale were not material.
During the three and nine months ended November 27, 2021, the Company recognized approximately $14.1 million and $18.2 million of loss on the
sale of businesses, respectively, primarily associated with the fiscal 2021 settlement of the CTS pension plan as described above and certain
working capital and other adjustments related to the above divestitures.
19) COMMITMENTS & CONTINGENCIES
A putative securities class action was filed on April 14, 2020 against the Company and three of its officers and/or directors (Mark Tritton, Mary
Winston (the Company’s former Interim Chief Executive Officer) and Robyn D’Elia (the Company’s former Chief Financial Officer and Treasurer)) in
the United States District Court for the District of New Jersey (the "New Jersey federal court"). The case, which is captioned Vitiello v. Bed Bath &
Beyond Inc., et al., Case No. 2:20-cv-04240-MCA-MAH, asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") on behalf of a putative class of purchasers of the Company’s securities from October 2, 2019 through February 11, 2020. The
Complaint alleges that certain of the Company’s disclosures about financial performance and certain other public statements during the putative
class period were materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative
class against the same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-
05339-MCA-MAH, is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the
two cases and appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the
"Securities Class Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20,
2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved
to dismiss the Amended Complaint on December 21, 2020.
After a mediation held in August 2021, a settlement in principle was reached between the Company and lead plaintiff in the Securities Class Action.
The settlement remains subject to formal documentation and must be approved by the New Jersey federal court. If the settlement is approved, all
claims in the Securities Class Action will be fully resolved and the matter will be dismissed.
On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of the Company against
various present and former directors and officers. The case, which is captioned Salu v. Tritton, et al., Case No. 2:20-cv-08673-MCA-MAH (D.N.J.),
asserts claims under §§ 10(b) and 20(a) of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets
under state law arising from the events underlying the securities class actions described above and from the Company’s repurchases of its own
shares during the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v.
Tritton, et al., Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH
(D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending
disposition of a motion to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three
derivative cases have moved to consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on
October 14, 2020, which has been subsequently lifted. On January 4, 2022, the Defendants filed a motion to dismiss this case.
On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No 516051/2020, was filed in the
Supreme Court of the State of New York, County of Kings. The claims pled in the Schneider case are similar to those pled in the three federal
derivative cases, except that the Schneider complaint does not plead claims under the Exchange Act. On September 21, 2020, the parties filed a
stipulation seeking to stay that action pending disposition of a motion to dismiss in the securities class action, subject to various terms and
conditions.
On June 11, 2021, a third related derivative action was filed on behalf of the Company against certain present and former directors and officers. This
Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of New York,
Kings County. The claims are essentially the same as in the other two derivative actions. The Company has obtained a consensual stay of this
case.
The derivative cases were not included in the August 2021 settlement referred to above, and the stay related to those matters has been lifted.
-24-
Table of Contents`
The Company has recorded a liability for the Securities Class Action, based on the agreed settlement amount and insurance coverage available. At
this time, the Company is unable to estimate any potential losses that may be incurred for the derivative cases and has not recorded a liability for
those matters.
On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders and Co-Chairmen Emeriti of the Board of
Directors of the Company. As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to be officers of the Company effective as of April
21, 2019, and became entitled to the payments and benefits provided under their employment agreements that apply in the case of a termination
without cause, which generally include continued senior status payments until May 2027 and continued participation for the Co-Founders (and
their spouses, if applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to
supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of living increase), until the
death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued senior status payments referenced above.
Pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and performance-based stock units
granted to Messrs. Eisenberg and Feinstein vested upon their resignation as members of the Board of Directors effective May 1, 2019, subject,
however, to attainment of any applicable performance goals and the certification of the applicable performance-based tests by the Compensation
Committee, as provided under their award agreements.
The Company’s former Chief Executive Officer ("Former CEO") departed the Company effective as of May 12, 2019. In accordance with the terms of
the Former CEO's employment and equity award agreements, the Former CEO was entitled to three times his then-current salary, payable over three
years in normal payroll installments, except that any amount due prior to the six months after his departure, was paid in a lump sum after such six-
month period. Such amounts will be reduced by any compensation earned with any subsequent employer or otherwise and will be subject to the
Former CEO's compliance with a one-year non-competition and non-solicitation covenant. On October 21, 2019, the Former CEO entered into an
agreement (the “Former CEO PSU Settlement Agreement”) with the Company to reduce the PSUs held by him by an excess amount of outstanding
PSUs granted to the Former CEO in the Company’s 2018 fiscal year as a result of the use of the fiscal 2017 peer group in lieu of the fiscal 2018 peer
group. Further, as a result of this departure, the time-vesting component of the Former CEO's stock-based awards accelerated, including (i) stock
options (which were “underwater” and expired without having been exercised by the Former CEO), (ii) PSU awards which had previously met the
related performance-based test, had been certified by the Compensation Committee, and remained subject solely to time-vesting, and (iii) PSU
awards (assuming target level of performance) which remain subject to attainment of any performance goals and the certification of the applicable
performance-based tests by the Compensation Committee, as provided under his award agreements and subject to the terms of the Former CEO
PSU Settlement Agreement.
The former CEO was also party to a supplemental executive retirement benefit agreement (“SERP”) and a related escrow agreement, pursuant to
which the Former CEO was entitled to receive a supplemental retirement benefit as a result of the separation from service from the Company.
Pursuant to the SERP, as a result of the separation from service with the Company as of May 12, 2019 being treated as a termination without cause,
the Former CEO was entitled to a lump sum payment equal to the present value of an annual amount equal to 50% of the Former CEO's annual base
salary on the date of termination of employment if such annual amount were paid for a period of 10 years in accordance with the Company’s normal
payroll practices, subject to the Former CEO's timely execution and non-revocation of a release of claims in favor of the Company (which occurred).
This amount was paid on November 13, 2019, the first business day following the six-month anniversary of the Former CEO's termination of service.
The Company has no further obligations to the Former CEO under the SERP.
During fiscal 2019, the Company expensed pre-tax charges related to both the transition of Messrs. Eisenberg and Feinstein to the role of Co-
Founders and Co-Chairmen Emeriti of the Board of Directors of the Company and the departure of the Former CEO of approximately $36.8 million.
In addition, the Company maintains employment agreements with other executives which provide for severance pay.
In connection with the sale of PMall (see Note 18, “Assets held for Sale and Divestitures”), the Company agreed to indemnify 1-800-
FLOWERS.COM for certain litigation matters then existing at the time of the close of the transaction, including certain matters for which the
Company is entitled to indemnification from the former owner of PMall in connection with the Company's purchase of PMall in fiscal 2016. In the
third quarter of fiscal 2021, the Company recorded a liability for one such matter and a corresponding asset based on the Company's assessment of
the ability to recover the expected loss under the indemnification provided at the time of its purchase of PMall.
-25-
Table of Contents`
The Company records an estimated liability related to its various claims and legal actions arising in the ordinary course of business when and to the
extent that it concludes a liability is probable and the amount of the loss can be reasonably estimated. Such estimated loss is based on available
information and advice from outside counsel, where appropriate. As additional information becomes available, the Company reassesses the
potential liability related to claims and legal actions and revises its estimated liabilities, as appropriate. The Company expects the ultimate
disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or
liquidity. The Company also cannot predict the nature and validity of claims which could be asserted in the future, and future claims could have a
material impact on its earnings.
-26-
Table of Contents`
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Bed Bath & Beyond Inc. and subsidiaries (the "Company", "we", "our", "us", "ourselves" or the "group") is an omni-channel retailer that makes it
easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under
the names Bed Bath & Beyond, Harmon, Harmon Face Values, or Face Values (collectively, "Harmon"), and buybuy BABY ("BABY"). We also
operate Decorist, an online interior design platform that provides personalized home design services. In addition, we are a partner in a joint venture,
which operates retail stores in Mexico under the name Bed Bath & Beyond.
For fiscal 2021, we accounted for the operations of the group as one operating segment, North American Retail. For fiscal 2020 until the divestiture
of Linen Holdings in October 2020, we accounted for our operations as two operating segments: North American Retail and Institutional Sales
(which is comprised of Linen Holdings), which did not meet the quantitative thresholds under U.S. generally accepted accounting principles and,
therefore, was not a reportable segment.
We are driving a digital-first, omni-always growth strategy and optimizing our digital and physical store channels to provide our customers with a
seamless omni-channel shopping experience. Digital purchases, including web and mobile, can be shipped to a customer from our distribution
facilities, directly from vendors, or from a store. Store purchases are primarily fulfilled from that store's inventory or may also be shipped to a
customer from one of our distribution facilities, from a vendor, or from another store. Customers can also choose to pick up orders using our Buy
Online Pickup In Store ("BOPIS") and contactless Curbside Pickup services, as well as return online purchases to a store. Customers can also make
purchases through one of our customer contact centers and in-store through The Beyond Store, our proprietary web-based platform. These
capabilities allow us to better serve our customers across various channels.
Across our banners, we carry a wide variety of domestics and home furnishings merchandise. Domestics merchandise includes categories such as
bed linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop items, fine tabletop,
basic housewares, general home furnishings (including furniture and wall décor), consumables and certain juvenile products.
Business Transformation and Restructuring
Since 2019, we have undertaken significant changes to transform our business and adapt to the dynamic retail environment and the evolving needs
of our customers in order to position ourselves for long-term success. As part of these changes, our management team, led by President and Chief
Executive Officer (CEO) Mark Tritton who was appointed in November 2019, has been focused on driving an omni-always, customer-inspired
strategy to re-establish our authority in the Home, Baby, Beauty & Wellness markets. We have created a more focused portfolio through the
divestiture of non-core assets and further strengthened our financial flexibility through key actions such as corporate restructurings and operating
expense control to re-set our cost structure and support our ongoing business transformation.
We are implementing a growth strategy that will harness the power of data and insights to engage customers across our four core banners (Bed
Bath & Beyond, buybuy BABY, Harmon and Decorist) in an enterprise-wide plan to accelerate our omni-channel transformation. Our strategy is
underpinned by five key pillars of strategic focus and investment: product, price, promise, place and people. Through this approach, we are
becoming a digital-first, customer-focused omni-channel retailer with a more curated, inspirational and differentiated product collection across
categories, and creating a more convenient and inspirational shopping experience.
In March 2021, we announced our plan to introduce at least eight new Owned Brands during fiscal year 2021. During the first three quarters of fiscal
2021 the following eight Owned Brands were launched:
First Quarter Second Quarter Third Quarter
Nestwell™ Our Table™ Studio 3B™
Haven™ Wild Sage™ H For Happy™
Simply Essential™ Squared Away™
-27-
Table of Contents`
The assortment for these Owned Brands includes thousands of new products across our key Destination Categories of Bed, Bath, Kitchen Food
Prep, Home Organization, and Indoor Decor. We also continue to redefine certain of our existing proprietary Owned Brands, such as Bee &
Willow™ and Marmalade™, including new brand imagery and packaging as well as refined product assortment and presentation.
We will continue to build on this strong foundation as we execute our three-year growth strategy to further elevate the shopping experience,
modernize our operations and unlock strong and sustainable shareholder value.
As part of our business transformation plan, we are also pursuing a comprehensive cost restructuring program, to drive improved financial
performance over the next two-to-three years. We expect to reinvest a portion of the expected cost savings into future growth initiatives. Key
components of the expected financial improvement include:
•Approximately $100 million in annual savings from our previously disclosed store network optimization program which includes the planned
closure of approximately 200 mostly Bed Bath & Beyond stores by the end of fiscal 2021, including the 144 stores closed in fiscal 2020. During the
three months ended November 27, 2021, we closed 5 stores (bringing the total store closures to 170 since the program's inception) and expect to
close an additional 35 Bed Bath & Beyond stores by the end of fiscal 2021 (not including the 26 stores closed in the first nine months of fiscal
2021). We continue to believe that our physical store channel is an asset for our transformation into a digital-first company, especially with new
omni-fulfillment capabilities in BOPIS, Curbside Pickup, Same Day Delivery and fulfill-from-store.
•Approximately $200 million in annual savings from product sourcing, through renegotiations with existing vendors.
•Approximately $100 to $150 million in annual selling, general and administrative expense savings from continued optimization of our corporate
overhead cost structure and reductions in other discretionary expense. During the second quarter of fiscal 2020, we implemented a workforce
reduction of approximately 2,800 roles from across our corporate headquarters and retail stores, designed to further reduce layers at the corporate
level, significantly reposition field operations to better serve customers in a digital-first environment and realign our technology, supply chain and
merchandising teams to support our strategic growth initiatives.
In connection with the above restructuring and transformation initiatives, during the three and nine months ended November 27, 2021, we recorded
total expense of $47.3 million and $226.5 million, respectively, including $6.1 million and $127.1 million, respectively, in cost of sales associated with
the transition of our product assortment to Owned Brands and, to a lesser extent, to redefine certain existing proprietary Owned Brands, as well as
$41.2 million and $99.4 million, respectively, in restructuring and transformation initiative expenses for costs associated with our planned store
closures as part of the network optimization plan and other transformation initiatives. At this point, we are unable to estimate the amount or range
of amounts expected to be incurred in connection with future restructuring and transformation initiatives, including additional Owned Brand
introductions and further store closures, and will provide such estimates as they become available.
Additionally, as part of these efforts, we completed the divestitures of the following banners:
•In December 2020, we entered into a definitive agreement to sell Cost Plus World Market to Kingswood Capital Management, a Los Angeles-based
private equity firm.
•In October 2020, we entered into definitive agreements to sell Christmas Tree Shops ("CTS") to Handil Holdings LLC.
•In October 2020, we entered into a definitive agreement to sell Linen Holdings to The Linen Group, LLC, an affiliate of Lion Equity Partners.
•In February 2020, we entered into a definitive agreement to sell PersonalizationMall.com ("PMall") to 1-800-FLOWERS.COM.
•During the first quarter of fiscal 2020, we also sold One Kings Lane to a third party.
The net proceeds from these transactions have been included in our cash and short-term investments and were reinvested in our core business
operations to drive growth, fund share repurchases and reduce our outstanding debt.
-28-
Table of Contents`
During the three and nine months ended November 27, 2021, we recognized approximately $14.1 million and $18.2 million of loss on the sale of
businesses, respectively, primarily associated with the fiscal 2021 settlement of the CTS pension plan (See “Assets Held for Sale and Divestitures,”
Note 18 to the accompanying consolidated financial statements) and certain working capital and other adjustments related to the above
divestitures. During the three and nine months ended November 28, 2020, we recognized a loss of approximately $113.9 million and a gain of
approximately $75.6 million, respectively, on the sale of businesses related to certain of the above divestitures.
Executive Summary
The following represents a summary of key financial results and related business developments for the periods indicated:
•Net sales for the three months ended November 27, 2021 were $1.878 billion, a decrease of approximately 28.3% as compared with the three months
ended November 28, 2020. Net sales for the nine months ended November 27, 2021 were $5.816 billion, a decrease of approximately 12.1% as
compared with the nine months ended November 28, 2020.
•Excluding the impact of the business divestitures described above, which represented net sales of $432.5 million for the three months ended
November 28, 2020, net sales for our four core banners for the three months ended November 27, 2021 decreased by 14.1% compared with the three
months ended November 28, 2020. Excluding the impact of the business divestitures described above, which represented net sales of $1.061 billion
for the nine months ended November 28, 2020, net sales for our four core banners for the nine months ended November 27, 2021 increased by 4.7%
compared with the nine months ended November 28, 2020.
•Comparable sales* for the three months ended November 27, 2021 decreased by approximately 7%, compared to an increase of approximately 2%
for the three months ended November 28, 2020.
* See “Results of Operations - Net Sales” in this Management’s Discussion and Analysis for the definition and further information related to Comparable Sales.
•During the third quarter of fiscal 2021, we continued to execute against key initiatives under our transformation program, including:
•Owned Brands. During the third quarter of fiscal 2021 we launched two new Owned Brands - Studio 3B™ and H for Happy™, bringing the total
launches of new Owned Brands for the first three quarters of fiscal 2021 to eight.
•Omni-Channel Capabilities. We continued our focus on being a digital-first, omni-always retailer. During the third quarter of fiscal 2021, we
announced separate partnerships with DoorDash and Uber to provide on-demand delivery of essential homeware products and items from more
than 700 Bed Bath & Beyond locations and nearly 120 BABY locations nationwide. Additionally, in November 2021, we launched our new digital
marketplace to build on our existing authority in key Home & Baby categories with an assortment of products from a highly curated selection of
third-party brand partners that will be seamlessly integrated into our digital platform.
•Additional Product Initiatives. Our Bed Bath & Beyond banner launched the Home, Happier Team, the brand's first-ever curated advisory panel
of industry experts who will serve as "host and hostesses of the home," providing ideas, innovative solutions and compelling content to help
customers personalize their living spaces and make it easy to feel at home. Our buybuy BABY banner introduced its “welcome to parenthood”
program of in-store and online through educational resources, reimagined shopping experiences, a revised registry, new digital offerings and a new
marketing campaign to inspire customers to embrace every aspect of parenthood.
•Store Network Optimization. During the third quarter of fiscal 2021, we closed an additional 5 stores in connection with our store network
optimization program, bringing total store closures in the nine months ended November 27, 2021 to 26 and for the overall program to 170.
•Supply Chain Transformation. During the third quarter of fiscal 2021, we started operations at our first regional distribution center, an
approximately one million square foot facility in Frackville, Pennsylvania, and executed a lease for our second regional distribution center in
California. Ryder Systems, Inc. will operate these two regional distribution centers under a strategic partnership, with the objective of reducing
product replenishment times and improving the customer experience.
-29-
Table of Contents`
•Strategic Collaboration with The Kroger Co. In November 2021, we announced a strategic collaboration with The Kroger Co. to directly offer
Kroger customers an extensive selection of the most sought-after goods for the Home & Baby products carried by the Bed Bath & Beyond and
buybuy BABY banners through Kroger.com as well as a small-scale physical store pilot at select Kroger Family of Companies stores beginning in
fiscal 2022.
•In connection with these restructuring and transformation initiatives, during the three and nine months ended November 27, 2021, we recorded
total expense of $47.3 million and $226.5 million, respectively, including $6.1 million and $127.1 million, respectively, in cost of sales, and $41.2 million
and $99.4 million, respectively, in restructuring and transformation initiative expenses in the consolidated statement of operations.
•During the three and nine months ended November 27, 2021, we repurchased approximately 5.1 million and 13.6 million shares, respectively, of our
common stock under the share repurchase plan approved by our Board of Directors, at a total cost of approximately 113.4 million and $392.2 million,
respectively. During the third quarter of fiscal 2021, we announced that we expect to complete our $1 billion three-year repurchase plan by the end
of fiscal 2021, two years ahead of schedule.
•Net loss for the three months ended November 27, 2021 was $276.4 million, or $2.78 per diluted share, compared with net loss of $75.4 million, or
$0.61 per diluted share, for the three months ended November 28, 2020. Net loss for the three months ended November 27, 2021 included a net
unfavorable impact of $2.53 per diluted share associated with restructuring and other transformation initiatives, non-cash impairments and loss on
sale of business, and the impact of recording a valuation allowance against the Company's U.S. federal and state deferred tax assets (See “Income
Taxes,” Note 10 to the accompanying consolidated financial statements). Net earnings for the three months ended November 28, 2020 included a
net favorable impact of $0.69 per diluted share related to the gain on sale of business, gain on extinguishment of debt and decrease in the
incremental inventory reserve for future markdowns recorded in fiscal 2019, partially offset by non-cash impairment charges and charges associated
with restructuring program and transformation initiatives, as well as the associated tax effects.
•Net loss for the nine months ended November 27, 2021 was $400.5 million, or $3.90 per diluted share, compared with net loss of $159.8 million, or
$1.29 per diluted share, for the nine months ended November 28, 2020. Net loss for the nine months ended November 27, 2021 included a net
unfavorable impact of $3.74 per diluted share associated with restructuring and other transformation initiatives, non-cash impairments, loss on sale
of business and loss on debt extinguishment, partially offset by a gain on the sale of property, and the impact of recording a valuation allowance
against the Company's U.S. federal and state deferred tax assets (See “Income Taxes,” Note 10 to the accompanying consolidated financial
statements). Net loss for the nine months ended November 28, 2020 included a net favorable impact of $0.09 per diluted share associated with the
gain on sale of business, gain on extinguishment of debt and decrease in the incremental inventory reserve for future markdowns recorded in fiscal
2019, partially offset by non-cash impairments and charges recorded in connection with the restructuring program and transformation initiatives, as
well as the associated tax effects.
Impact of the COVID-19 Pandemic
pandemic, we began to temporarily close certain store locations that did not have a health and personal care department, and as of March 23, 2020,
all of our retail stores across the U.S. and Canada were temporarily closed except for most stand-alone buybuy BABY and Harmon stores, subject to
state and local regulations. In May 2020, we announced a phased approach to re-open our stores in compliance with relevant government
directives, and as of the end of July 2020, nearly all of our stores re-opened. During portions of fiscal 2021, a limited number of stores in Canada
either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. As of November 27, 2021, all of
our stores were operating without restriction subject to compliance with mask and vaccine requirements.
The COVID-19 pandemic materially adversely impacted our results of operations and cash flows for the three and nine months ended November 28,
2020. In addition, numerous significant uncertainties continue to surround the pandemic and its ultimate impact on us, including:
•the timing and extent of recovery in consumer traffic and spending;
•potential delays, interruptions and disruptions in our supply chain, including higher freight charges;
•labor shortages and competition for talent;
-30-
Table of Contents`
•the extent of dissemination and adoption of COVID-19 vaccines and their effectiveness against COVID-19 and its evolving strains, some of which
may be more transmissible or virulent than the initial strain;
•additional widespread resurgences in COVID-19 infections; and
•evolving safety protocols such as requirements for proof of vaccination or regular testing in certain of our markets.
Further discussion of the risks and uncertainties posed by the COVID-19 pandemic is included in “Risk Factors” under Part II, Item 1A of this Form
10-Q and Part I, Item 1A of our 2020 Form 10-K.
Results of Operations
Net Sales
Net sales for the three months ended November 27, 2021 were $1.878 billion, a decrease of approximately $740.6 million, or approximately 28.3%,
compared with net sales of $2.618 billion for the three months ended November 28, 2020. Net sales for the nine months ended November 27, 2021
were $5.816 billion, a decrease of $797.5 million, or approximately 12.1%, compared with net sales of $6.614 billion for the nine months ended
November 28, 2020. Excluding the impact of the business divestitures described above, which represented net sales of $432.5 million for the three
months ended November 28, 2020, net sales for our four core banners for the three months ended November 27, 2021 decreased by 14.1% compared
with the three months ended November 28, 2020, due to the decrease in comparable sales noted below and the impact of fleet optimization.
Excluding the impact of the business divestitures described above, which represented net sales of $1.061 billion for the nine months ended
November 28, 2020, net sales for our four core banners for the nine months ended November 27, 2021 increased by 4.7% compared with the nine
months ended November 28, 2020, as fiscal 2020 was impacted by store closures in the first quarter of fiscal 2020 as a result of the COVID-19
pandemic.
In addition, beginning March 23, 2020, the majority of our stores were closed due to the COVID-19 pandemic, except for most stand-alone BABY
and Harmon stores, which remained open during such period, subject to state and local regulations. Most of our stores had reopened by the end of
July of 2020; however, during portions of the remainder of fiscal 2020 and in the first six months of fiscal 2021, a limited number of stores in Canada
either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. As of November 27, 2021, all of
our stores were operating without restriction.
Sales consummated on a mobile device while physically in a store location and BOPIS orders are recorded as customer facing digital channel sales.
Customer orders taken in-store by an associate through The Beyond Store, our proprietary, web-based platform, are recorded as in-store sales. Prior
to implementation of BOPIS and contactless Curbside Pickup services, customer orders reserved online and picked up in a store were recorded as
in-store sales. Sales originally consummated from customer facing digital channels and subsequently returned in-store are recorded as a reduction
of in-store sales. Net sales consummated through digital channels represented approximately 35.1% and 35.8%, respectively, of our sales for the
three and nine months ended November 27, 2021 compared with approximately 31.2% and 38.0%, respectively, of our sales for the three and nine
months ended November 28, 2020.
Comparable sales* for the three months ended November 27, 2021 decreased by approximately 7%, compared to an increase of approximately 2%
for the three months ended November 28, 2020. Management attributes a portion of this decline to the lack of inventory availability in key product
areas, due in part to supply chain challenges. As a result of the extended closure of the majority of our stores in the first quarter of fiscal 2020, as
well as the month of June in the second quarter of fiscal 2020, due to the COVID-19 pandemic and our policy of excluding extended store closures
from our comparable sales calculation, we believe that comparable sales was not a meaningful metric for the first quarter of fiscal 2020 as well as for
the month of June 2020 and, therefore, are not a meaningful metric for the nine months ended November 27, 2021 and November 28, 2020.
* Comparable sales normally include sales consummated through all retail channels that have been operating for twelve full months following the opening period
(typically six to eight weeks), excluding the impact of store network optimization program. We are an omni-channel retailer with capabilities that allow a customer to
use more than one channel when making a purchase, including in-store, online, with a mobile device or through a customer contact center, and have it fulfilled, in most
cases, either through in-store customer pickup or by direct shipment to the customer from one of our distribution facilities, stores or vendors.
Sales of domestics merchandise and home furnishings accounted for approximately 37.6% and 62.4% of net sales, respectively, for the three months
ended November 27, 2021, and approximately 35.7% and 64.3% of net sales, respectively, for the three months ended November 28, 2020. Sales of
domestics merchandise and home furnishings accounted for approximately 38.4% and 61.6% of net sales, respectively, for the nine months ended
November 27, 2021 and approximately 35.4% and 64.6% of net sales, respectively, for the nine months ended November 28, 2020.
-31-
Table of Contents`
Gross Profit
Gross profit for the three months ended November 27, 2021 was $668.9 million, or 35.6% of net sales, compared with $956.6 million, or 36.5% of net
sales, for the three months ended November 28, 2020. Gross profit for the nine months ended November 27, 2021 was $1.904 billion, or 32.7% of net
sales, compared with $2.293 billion, or 34.7% of net sales, for the nine months ended November 28, 2020. Gross profit margin as a percentage of net
sales for the three and nine months ended November 27, 2021 compared with the three and nine months ended November 28, 2020 was negatively
impacted by markdown activity associated with inventory being removed from our assortment in connection with the launches of new Owned
Brands and, to a lesser extent, the redefinition of certain existing Owned Brands. Gross profit for the three and nine months ended November 27,
2021 included the impact of $6.1 million and $127.1 million, respectively, of higher markdowns on inventory sold in the three and nine month
periods, as well as an adjustment to reduce inventory on hand as of November 27, 2021 that will be removed from the product assortment as part of
these initiatives to its estimated realizable value. In addition, higher freight expenses, both for inbound product shipments and direct-to-customer
fulfillment and in part due to industry wide, global supply chain challenges, also negatively impacted the gross margin in the three and nine months
ended November 27, 2021 compared with the prior year, which offset the favorable impacts of product mix from our new Owned Brands and a more
normalized mix of digital sales. Additionally, for the three months ended November 27, 2021, gross profit margin as a percentage of net sales was
favorably impacted by the implementation of new pricing strategies in the quarter in response to ongoing inflationary pressures and global supply
chain challenges, as well as lower clearance activity relative to the first two quarters of fiscal 2021.
Selling, General and Administrative Expenses
SG&A for the three months ended November 27, 2021 was $698.0 million, or 37.2% of net sales, compared with $890.7 million, or 34.0% of net sales,
for the three months ended November 28, 2020. SG&A for the nine months ended November 27, 2021 was $2.010 billion, or 34.6% of net sales,
compared with $2.461 billion, or 37.2% of net sales, for the nine months ended November 28, 2020. The decrease in SG&A for the three and nine
months ended November 27, 2021 compared with the three and nine months ended November 28, 2020 was primarily attributable to cost reductions
including divestitures of non-core assets and lower rent and occupancy expenses as a result of our fleet optimization program, while the increase in
SG&A as a percentage of net sales for the three months ended November 27, 2021 was primarily due to the impact of de-leveraging of SG&A due to
the declines in sales noted above.
In addition, during the three and nine months ended November 27, 2021, we recorded credits of approximately $0.8 million and $3.7 million,
respectively, as an offset to selling, general and administrative expenses as a result of the employee retention credits made available under the
CARES Act for U.S. employees and under the Canada Emergency Wage Subsidy for Canadian employees. During three and nine months ended
November 28, 2020, we recorded credits of approximately $1.0 million and $28.3 million, respectively.
Impairments, Including on Assets Held For Sale
Impairments for the three and nine months ended November 27, 2021 were $1.8 million and $18.5 million, respectively, compared with $58.0 million
and $172.4 million, respectively, during the comparable periods last year. Impairment charges for both the three months ended November 27, 2021
and November 28, 2020 also included $1.6 million, relating to certain store-level assets (including leasehold improvements and operating lease
assets) and tradename impairments of $0.2 million and $2.4 million, respectively. During the third quarter of fiscal 2020, we also recorded a loss on
business held for sale of $54.0 million to remeasure Cost Plus World Market to the lower of its carrying value or fair value less costs to sell.
Impairment charges for the nine months ended November 27, 2021 and November 28, 2020 included $15.6 million and $84.0 million, respectively,
relating to certain store-level assets (including leasehold improvements and operating lease assets) and tradename impairments of $2.9 million and
$35.1 million, respectively.
During the three and nine months ended November 27, 2021, restructuring and transformation initiative expenses were $41.2 million and $99.4
million, respectively, which included costs recorded in connection with termination of facilities leases, including in connection with the store
network optimization program described above, as well as costs associated with other transformation initiatives. During the three and nine months
ended November 28, 2020, restructuring and transformation initiative expenses were $16.8 million and $47.6 million, respectively, primarily related to
severance costs recorded in connection with the workforce reduction program (See “Restructuring and Transformation Initiative Expenses,” Note
17 to the accompanying consolidated financial statements).
-32-
Table of Contents`
Loss (Gain) on Sale of Businesses
During the three and nine months ended November 27, 2021, we recognized approximately $14.1 million and $18.2 million, respectively, of loss on
the sale of businesses, primarily related to a $13.5 million charge associated with the fiscal 2021 settlement of the CTS pension plan (See "Assets
Held for Sale and Divestitures," Note 18 to the accompanying consolidated financial statements), as well as certain working capital and other
adjustments related to the fiscal 2020 divestitures. During the three and nine months ended November 28, 2020, we recognized a loss of
approximately $113.9 million and a gain of approximately $75.6 million, respectively, on the sale of businesses related to the fiscal 2020 divestitures.
Operating Loss
Operating loss for the three months ended November 27, 2021 was $86.1 million, or 4.6% of net sales, compared with an operating loss of $122.8
million, or 4.7% of net sales, during the comparable period last year. Operating loss for three months ended November 27, 2021 included the impact
of pre-tax charges of $6.1 million included in gross profit associated with the transition of our product assortment, primarily related to launches of
new Owned Brands, as well as $41.2 million associated with restructuring and other transformation initiatives, $1.8 million for non-cash impairments
and $14.1 million for loss on sale of business (each as discussed above or below). The remaining change in operating loss as a percentage of net
sales for the three months ended November 27, 2021 was primarily due to the effects of sales decline and an increase in selling, general and
administrative expenses as a percentage of sales in fiscal 2021.
For the nine months ended November 27, 2021, operating loss was $242.1 million, or 4.2% of net sales, compared with an operating loss of $313.2
million, or 4.7% of net sales, for the nine months ended November 28, 2020. Operating loss for nine months ended November 27, 2021 included the
impact of pre-tax charges of $127.1 million included in gross profit associated with the transition of our product assortment to Owned Brands, as
well as $99.4 million associated with restructuring and other transformation initiatives, $18.5 million for non-cash impairments, $18.2 million for loss
on sale of business, and $0.4 million for losses on debt extinguishments (each as discussed above or below). The remaining change in operating
loss as a percentage of net sales for the nine months ended November 27, 2021 was primarily due to the effect of store closures in the first six
months of fiscal 2020.
Interest Expense, net
Interest expense, net for the three and nine months ended November 27, 2021 was $15.8 million and $47.9 million, respectively, compared with $17.8
million and $58.3 million, respectively, for the three and nine months ended November 28, 2020. For the three and nine months ended November 27,
2021 the decrease in interest expense, net was primarily driven by decreased interest costs attributable to our revolving credit facilities and the
impact of the repurchase of a portion of our senior unsecured notes in 2020.
(Loss) Gain on Extinguishment of Debt
Loss on extinguishment of debt for the nine months ended November 27, 2021 of $0.4 million related to partial repayment of senior unsecured notes.
We did not record a gain or loss on extinguishment during the three months ended November 27, 2021.
During the nine months ended November 28, 2020, we recorded a $77.0 million gain on the repurchase of approximately $75.0 million principal
amount of 4.915% senior unsecured notes due August 1, 2034 and $225.0 million principal of 5.165% senior unsecured notes due August 1, 2044.
We did not record a gain or loss on extinguishment of debt during the three months ended November 28, 2020.
Income Taxes
The effective tax rate for the three months ended November 27, 2021 was (171.3)%, compared with 46.4% for the three months ended November 28,
2020. For the three months ended November 27, 2021, the effective tax rate reflects the impact of a charge to record a valuation allowance in the
fiscal third quarter of $181.5 million, discussed below, charges for restructuring and transformation initiatives as well as a benefit under the
provisions of the CARES Act. For the three months ended November 28, 2020, the effective tax rate included the impact of impairment charges for
leasehold improvements and lease assets, a $0.7 million benefit related to fiscal 2019 net operating loss carry-back under the CARES Act and other
discrete tax items.
-33-
Table of Contents`
The effective tax rate for the nine months ended November 27, 2021 was (37.9)%, compared with 45.7% for the nine months ended November 28,
2020. For the nine months ended November 27, 2021, the effective tax rate reflects the impact of a charge to record a valuation allowance in the fiscal
third quarter of $181.5 million, discussed below, charges for restructuring and transformation initiatives as well as a benefit under the provisions of
the CARES Act. For the nine months ended November 28, 2020, the effective tax rate included the impact of impairment charges for leasehold
improvements and lease assets, a $43.7 million benefit related to fiscal 2019 net operating loss carry-back under the CARES Act and other discrete
tax items.
In assessing the recoverability of our deferred tax assets, we evaluated the available objective positive and negative evidence to estimate whether it
is more likely than not that sufficient future taxable income will be generated to permit use of existing deferred tax assets in each taxpaying
jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that we will realize a benefit, we established a
valuation allowance. A valuation allowance is a non-cash charge, and does not limit the our ability to utilize our deferred tax assets, including our
ability to utilize tax loss and credit carryforward amounts, against future taxable income.
During the three months ended November 27, 2021, we concluded that, based on our evaluation of available objective positive and negative
evidence, it is no longer more likely than not that our net U.S. federal and state deferred tax assets are recoverable. In assessing the realizability of
deferred tax assets, the key assumptions used to determine positive and negative evidence included our cumulative taxable loss for the past three
years, current trends related to actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as
timing and cost of our transformation initiatives and their expected associated benefits. Accordingly, we recorded a charge of $181.5 million in the
third fiscal quarter of 2021 as a reserve against our net U.S. federal and state deferred tax assets. As of November 27, 2021, the total valuation
allowance relative to U.S. federal and state deferred tax assets was $192.0 million.
On March 27, 2020, the CARES Act was enacted in the United States, which provided for certain changes to tax laws, which impacted our results of
operations, financial position and cash flows. We implemented certain provisions of the CARES Act, such as deferring employer payroll taxes and
utilizing the ability to carry back and deduct losses to offset prior income in previously filed tax returns. As of both November 27, 2021 a n d
February 27, 2021, we deferred $3.1 million of employer payroll taxes, of which approximately 50% was deposited during December 2021 with the
remaining 50% required to be deposited by December 2022. During the three and nine months ended November 27, 2021, under the CARES Act, we
recorded income tax benefits of $2.4 million and $18.6 million, respectively, as a result of the fiscal 2020 and fiscal 2019 net operating losses were
carried back to prior years during which the federal tax rate was 35%.
Potential volatility in the effective tax rate from year to year may occur as we are required each year to determine whether new information changes
our assessment of both the probability that a tax position will effectively be sustained and the appropriateness of the amount of recognized benefit.
Net Loss
As a result of the factors described above, net loss for the three months ended November 27, 2021 was $276.4 million, or $2.78 per diluted share,
compared with net loss of $75.4 million, or $0.61 per diluted share, for the three months ended November 28, 2020. Net loss for the three months
ended November 27, 2021 included a net unfavorable impact of $2.53 per diluted share associated with restructuring and other transformation
initiatives, non-cash impairments and loss on sale of business, and the impact of recording a valuation allowance against our U.S. federal and state
deferred tax assets (See “Income Taxes,” Note 10 to the accompanying consolidated financial statements). Net loss for the three months ended
November 28, 2020 included a net unfavorable impact of $0.69 per diluted share related to the loss on sale of businesses, non-cash impairment
charges and charges associated with restructuring program and transformation initiatives (each as discussed above). These charges were partially
offset by a reduction in the incremental inventory reserve for future markdowns recorded in fiscal 2019, as well as the associated tax effects.
-34-
Table of Contents`
As a result of the factors described above, net loss for the nine months ended November 27, 2021 was $400.5 million, or $3.90 per diluted share,
compared with net loss of $159.8 million, or $1.29 per diluted share, for the nine months ended November 28, 2020. Net loss for the nine months
ended November 27, 2021 included a net unfavorable impact of $3.74 per diluted share associated with restructuring and other transformation
initiatives, non-cash impairments, loss on sale of business and loss on debt extinguishment, partially offset by a gain on the sale of property, and
the impact of recording a valuation allowance against our U.S. federal and state deferred tax assets (See “Income Taxes,” Note 10 to the
accompanying consolidated financial statements). Net loss for the nine months ended November 28, 2020 included a net favorable impact of $0.09
per diluted share associated with the gain on sale of businesses, gain on partial extinguishment of debt and decrease in the incremental inventory
reserve for future markdowns recorded in fiscal 2019, partially offset by non-cash impairments and charges recorded in connection with the
restructuring program and transformation initiatives (each as discussed above), as well as the associated tax effects.
Liquidity and Capital Resources
We ended the third quarter of fiscal 2021 in a solid cash position, which we anticipate maintaining, to provide us the flexibility to fund our ongoing
initiatives and act upon other opportunities that may arise. As of November 27, 2021, we had approximately $0.5 billion in cash and short-term
investment securities, a decrease of approximately $840.0 million as compared with February 27, 2021, which included $358.9 million for share
repurchases. We believe that existing and internally generated funds will be sufficient to continue to finance our operations for the next twelve
months. In addition, if necessary, we have the ability to borrow under our ABL Facility, subject to customary conditions, including no default, the
accuracy of representations and warranties, and borrowing base availability. The ABL Facility matures on August 9, 2026 and provides us with
additional liquidity. Our ability to borrow under the ABL Facility is based upon a specified borrowing base consisting of a percentage of our eligible
inventory and credit card receivables as defined in the ABL Facility, net of applicable reserves (See “Long Term Debt,” Note 12 to the
accompanying consolidated financial statements).
In fiscal 2020, similar to other retailers, we withheld portions of and/or delayed payments to certain of our business partners as we sought to
renegotiate payment terms, in order to further maintain liquidity during 2020. In some instances, the renegotiations of lease terms have led to
agreements with landlords for rent abatements or rental deferrals. Total payments withheld and/or delayed or deferred as of November 27, 2021 were
approximately $3.0 million and are included in current liabilities. During the three and nine months ended November 27, 2021, we recognized reduced
rent expense of $0.3 million and $2.6 million, respectively, related to rent abatement concessions. Additional negotiations of payment terms are still
in process, and there can be no assurance that we will be able to successfully renegotiate payment terms with all such business partners, and the
ultimate outcome of these activities including the responses of certain business partners are not yet known. We are also executing on our business
transformation program, which is designed to improve our profitability and includes the planned closure of 200 mostly Bed Bath & Beyond stores
under our store network optimization program and the introduction of new Owned Brand products in a number of categories.
Our liquidity may continue to be negatively impacted by the uncertainty regarding the spread of COVID-19 and the timing of economic recovery.
Capital Expenditures
Capital expenditures for nine months ended November 27, 2021 were $232.5 million, and for fiscal 2021 are projected to be approximately $350 million
to $375 million. Our capital expenditures are related to digital and omni-channel capabilities, store remodels and investments in technology across a
number of areas including supply chain, merchandising, and finance.
We continue to review and prioritize our capital needs and remain committed to making the required investments in our infrastructure to help
position us for continued growth and success. Key areas of investment include: continuing to improve the presentation and content as well as the
functionality, general search and navigation across our customer facing digital channels; improving customer data integration and customer
relations management capabilities; continuing to enhance service offerings to our customers; continuing to strengthen and deepen our information
technology, analytics, marketing, e-commerce, merchandising and finance capabilities; and creating more flexible fulfillment options designed to
improve our delivery capabilities and lower our shipping costs. These and other investments are expected to, among other things, provide a
seamless and compelling customer experience across our omni-channel retail platform.
-35-
Table of Contents`
Stock Repurchases
During the three and nine months ended November 27, 2021, we repurchased approximately 5.3 million and 14.0 million shares, respectively, of our
common stock, at a total cost of approximately $118.9 million and $358.9 million, respectively, which included approximately 5.1 million and 13.4
million shares, respectively, at a total cost of approximately $113.4 million and $344.6 million, respectively, repurchased under our share repurchase
programs as authorized by our Board of Directors, as well as approximately 0.2 million and 0.6 million shares, respectively, to cover employee related
taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $5.5
million and $14.3 million, respectively. During the third quarter of fiscal 2021, we announced that we expect to complete our $1 billion three-year
share repurchase plan by the end of fiscal 2021, two years ahead of schedule.
In the first quarter of fiscal 2020, we had postponed share repurchases, but lifted this postponement in October 2020. In October 2020, we entered
into an accelerated share repurchase agreement ("ASR Agreement") with JPMorgan Chase Bank, National Association to repurchase $225.0 million
of our common stock, subject to market conditions, which settled in the fourth quarter of fiscal 2020, resulting in the repurchase of a total of 10.8
million shares. In January 2021, we entered into a second accelerated share repurchase agreement to repurchase an aggregate $150.0 million of our
common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of fiscal 2020, and an
additional 0.2 million shares received upon final settlement in the first quarter of fiscal 2021. During the three and nine months ended November 28,
2020, we also repurchased approximately 0.1 million and 0.6 million shares, respectively, of our common stock, to cover employee related taxes
withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $1.7 million and
$4.7 million, respectively, including fees.
Between December 2004 and April 2021, our Board of Directors authorized, through several share repurchase programs, the repurchase of up to
$12.950 billion of our shares of common stock. We also acquire shares of our common stock to cover employee related taxes withheld on vested
restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate total of
common stock repurchased is approximately 247.8 million shares for a total cost of approximately $11.5 billion. We had approximately $1.5 billion
remaining of authorized share repurchases as of November 27, 2021.
price of our common stock, general business and economic conditions, our financial condition and operating results, the emergence of alternative
investment or acquisition opportunities, changes in business strategy and other factors. Our share repurchase program could change, and could be
influenced by several factors, including business and market conditions, such as the impact of the COVID-19 pandemic on our business operations
or stock price. We review our alternatives with respect to our capital structure on an ongoing basis. Any future share repurchases will be subject to
the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and requirements, business conditions and
other factors, including the restrictions on share repurchases under the secured asset-based revolving credit facility (See “Long Term Debt,” Note
12 to the accompanying consolidated financial statements).
Debt Repurchases
During the nine months ended November 27, 2021, we purchased approximately $11.0 million aggregate principal amount of our outstanding 3.749%
senior unsecured notes due August 1, 2024. During the nine months ended November 28, 2020, we purchased approximately $300.0 million
aggregate principal amount of our outstanding 4.915% Senior Notes due 2034 and 5.165% Senior Notes due 2044. There were no debt repurchases
made during the three months ended November 27, 2021 and November 28, 2020.
Cash Flow
Fiscal 2021 compared with Fiscal 2020
Net cash used in operating activities for the nine months ended November 27, 2021 was $264.7 million, compared with cash provided by operating
activities of $192.4 million in the corresponding period in fiscal 2020. The year-over-year change in operating cash flow was primarily due to an
increase in inventory in anticipation of the holiday season, including as a result of changing the timing of purchasing in response to the potential
impact of global supply chain disruptions on timing of inventory receipts.
-36-
Table of Contents`
Retail inventory, which includes inventory in our distribution facilities for direct to customer shipments, was approximately $1.912 billion at
November 27, 2021, an increase of 14.4% compared with retail inventory at February 27, 2021. We continue to focus on our inventory optimization
strategies.
Net cash used in investing activities for the nine months ended November 27, 2021 was $227.5 million, compared with net cash provided by
investing activities of $751.9 million in the corresponding period of fiscal 2020. For the nine months ended November 27, 2021, net cash used in
investing activities included $232.5 million of capital expenditures, partially offset by $5.0 million in proceeds from the sale of property. For the nine
months ended November 28, 2020, net cash provided by investing activities was comprised of $386.5 million of redemptions of investment
securities and $482.7 million in proceeds from the sale of PMall, CTS and Linen Holdings businesses, partially offset by $117.3 million of capital
expenditures.
Net cash used in financing activities for the nine months ended November 27, 2021 was $374.5 million, compared with $481.9 million in the
corresponding period of fiscal 2020. Net cash used in financing activities in the nine months ended November 27, 2021 was comprised of
repurchases of common stock of $358.9 million, of which $344.6 million is related to our share repurchase program, repayments of long-term debt of
$11.4 million, payments of deferred financing costs of $3.4 million and dividend payments of $0.8 million. Net cash used in financing activities in the
nine months ended November 28, 2020 was comprised of net repayments of long-term debt of $221.4 million, a $132.6 million prepayment under the
ASR Agreement, repurchases of our common stock of $97.1 million, payments of deferred financing costs of $7.7 million and dividend payments of
$23.1 million.
Seasonality
Our business is subject to seasonal influences. Generally, our sales volumes are higher in the calendar months of August, November and December,
and lower in February.
Critical Accounting Policies
See "Critical Accounting Policies" under Item 7 of our Annual Report on Form 10-K for the fiscal year ended February 27, 2021 ("2020 Form 10-K"),
filed with the Securities and Exchange Commission ("SEC").
-37-
Table of Contents`
Forward-Looking Statements
This Form 10-Q and Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements
within the meaning of Section 21 E of the Securities Exchange Act of 1934 including, but not limited to, our progress and anticipated progress
towards our long-term objectives, as well as more generally the status of our future liquidity and financial condition and our outlook for our 2021
fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate,
assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily
mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any
such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the
housing market, a challenging overall macroeconomic environment and related changes in the retailing environment; risks associated with the
COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on
the operations of our suppliers and other business partners, and the effectiveness of our actions taken in response to these risks; consumer
preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact the level of
spending for the types of merchandise sold by us; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition
from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated cost savings, and to not
exceed anticipated costs, associated with organizational changes and investments, including our strategic restructuring program and store network
optimization strategies; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise, logistical
costs and other costs and expenses; potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural
disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability
of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support our plans
for new stores; the ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; the
ability to assess and implement technologies in support of our development of our omni-channel capabilities; the ability to effectively and timely
adjust our plans in the face of the rapidly changing retail and economic environment, including in response to the COVID-19 pandemic; uncertainty
in financial markets; volatility in the price of our common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on
our capital allocation strategy; risks associated with the ability to achieve a successful outcome for our business concepts and to otherwise
achieve our business strategies; the impact of intangible asset and other impairments; disruptions to our information technology systems,
including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or
cybersecurity attacks; reputational risk arising from challenges to our or a third party product or service supplier’s compliance with various laws,
regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party
merchandise or service vendor performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and
legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of
existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; and foreign
currency exchange rate fluctuations. Except as required by law, we do not undertake any obligation to update our forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates primarily to our investment securities and the ABL Facility. Our market risks at
November 27, 2021 are similar to those disclosed in Item 7A of our 2020 Form 10-K.
As of November 27, 2021, our investments include cash and cash equivalents of approximately $509.1 million and long-term investments in auction
rate securities of approximately $19.1 million at weighted average interest rates of 0.01% and 0.08%, respectively. The book value of these
investments is representative of their fair values.
Our senior unsecured notes have fixed interest rates and are not subject to interest rate risk. As of November 27, 2021, the fair value of the senior
unsecured notes was $1.097 billion, which is based on quoted prices in active markets, compared with the carrying value of approximately $1.184
billion.
-38-
Table of Contents`
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, have reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) and 15d-15(e)) as of November 27, 2021
(the end of the period covered by this quarterly report on Form 10-Q). Based on that evaluation, the Principal Executive Officer and the Principal
Financial Officer have concluded that our current disclosure controls and procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
-39-
Table of Contents`
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A putative securities class action was filed on April 14, 2020 against our Company and three of our officers and/or directors (Mark Tritton, Mary
"Exchange Act") on behalf of a putative class of purchasers of our securities from October 2, 2019 through February 11, 2020. The Complaint
alleges that certain of our disclosures about financial performance and certain other public statements during the putative class period were
materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative class against the
same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-05339-MCA-MAH,
is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and
appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the "Securities Class
Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20, 2020, on behalf of a
putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved to dismiss the
Amended Complaint on December 21, 2020.
The settlement remains subject to documentation and must be approved by the New Jersey federal court. If the settlement is approved, all claims in
the Securities Class Action will be fully resolved and the matter will be dismissed.
On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of our Company against
asserts claims under §§˜10(b) and 20(a) of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets
under state law arising from the events underlying the securities class actions described above and from our repurchases of our own shares during
the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v. Tritton, et al.,
Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed
July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending disposition of a motion
to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three derivative cases have moved to
consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, which had been
subsequently lifted. On January 4, 2022 the Defendants filed a motion to dismiss this case.
On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No. 516051/2020, was filed in the
conditions.
On June 11, 2021, a third related derivative action was filed on behalf of the Company against certain present and former directors and officers. This
Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of New York,
Kings County. The claims are essentially the same as in the other two derivative actions. The Company has obtained a consensual stay of this
case.
The derivative cases were not included in the August 2021 settlement referred to above, and the stay related to those matters has been lifted.
The Company has recorded a liability for the Securities Class Action, based on the agreed settlement amount and insurance coverage available. At
this time, the Company is unable to estimate any potential losses that may be incurred for the derivative cases and has not recorded a liability for
those matters.
While no assurance can be given as to the ultimate outcome of these matters, we do not believe that the final resolution will have a material adverse
effect on the Company’s consolidated financial position, results or liquidity. We are also a party to various legal proceedings arising in the ordinary
course of business, which we do not believe to be material to the Company’s consolidated financial position, results of operations or liquidity.
-40-
Table of Contents`
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-Q, carefully consider the factors discussed under "Risk Factors" in our 2020 Form 10-K
as filed with the Securities and Exchange Commission. Certain factors have also been updated below. These risks could materially adversely affect
our business, financial condition and results of operations. These risks are not the only risks we face. Our operations could also be affected by
additional factors that are not presently known to us, that apply generally to all sizable businesses or by factors that we currently consider to be
immaterial to the business.
General economic factors beyond our control, including the impact of COVID-19, and changes in the economic climate could adversely affect, and
have materially adversely affected, and could continue to materially adversely affect, our business, results of operations, financial condition and
liquidity.
General economic factors that are beyond our control could adversely affect our business, results, or operations, financial condition and liquidity.
These factors include, but are not limited to, housing markets, recession, inflation, deflation, consumer credit availability, consumer debt levels, fuel
and energy costs, interest rates, tax rates and policy, unemployment trends, the impact of natural disasters such as pandemics, civil disturbances
and terrorist activities, foreign currency exchange rate fluctuations, conditions affecting the retail environment for products sold by us and other
matters that influence consumer spending and preferences. Changes in the economic climate and the impact of the COVID-19 pandemic have
materially adversely affected, and could continue to materially adversely affect, our business, results of operations, financial condition and
liquidity.
In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. In an effort to slow the spread of COVID-19,
national and local governments in regions in which we operate have enacted various measures, including travel restrictions or bans, restrictions on
events and gatherings and various other “social distancing” requirements. In response to COVID-19, we temporarily closed all retail store locations
from March 2020 to July 2020 (other than BABY and Harmon Face Values stores) and have since reopened all our stores. Despite the re-opening of
stores, the extent, severity and overall duration of the COVID-19 pandemic, including its phases of resurgence and the introduction of new variants,
are unknown, and the overall impact of COVID-19 has had a material adverse effect, and may continue to have a material adverse effect, on our
business and could also result in the recording of additional non-cash impairment charges. In future periods, our business, results of operations,
financial condition and liquidity may be materially adversely impacted by reduced store traffic and consumer spending due to, among other things,
significant continued unemployment and economic downturn, as well as consumer anxiety regarding shopping in physical stores.
The impacts and potential impacts from the COVID-19 pandemic that could directly or indirectly materially affect our business, results of
operations, financial condition and liquidity also include, but are not limited to:
•Potential inability of third parties on which we rely, including our suppliers, commercial banks and other external business partners, to meet their
obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, or by
travel restrictions and border closures;
•Negative impact on our employees. The spread of COVID-19 has caused us to modify our business practices (including employee travel and work
locations, cancellation of physical participation in meetings, events and conferences and a furlough of the majority of store associates and a
portion of corporate associates, nearly all of whom have returned as of the third quarter of fiscal 2020), and we may take further actions as may be
required by government authorities or that we determine are in the best interests of our employees;
•Potential impact on our ability to meet our obligations to business partners, including under our secured asset-based revolving credit facility (the
"ABL Facility"), which contains a springing minimum fixed charge coverage ratio, customary representations, warranties and affirmative and
negative covenants, and under our current lease obligations. We have renegotiated and continue to renegotiate payment terms for goods, services
and rent. Similar to other retailers, we have also withheld portions of and/or delayed payments to certain of our business partners as we negotiate
revisions to our payment terms, in order to further maintain liquidity given the temporary store closures. There can be no assurance that we will be
able to successfully renegotiate payment terms with all such business partners, and the ultimate outcome of these activities, including the
responses of all business partners, is not yet known;
-41-
Table of Contents`
•Significant reductions in demand or significant volatility in demand for our products, which have been and may continue to be caused by, among
other things, the temporary inability or reluctance of consumers to shop at our stores or buy our products due to illness, quarantine or other travel
restrictions, unemployment or other financial hardship, and shifts in demand away from one or more of our more discretionary or higher priced
products to lower priced products;
•Disruptions in the financial markets may materially adversely affect the value of our common stock and availability and cost of credit, which could
negatively affect our liquidity;
•Delays, interruptions and disruptions in our supply chain and higher shipping charges have and could continue to impact our ability to maintain
supplies of products and the costs associated with obtaining products;
•Labor shortages and competition for talent;
•The extent of dissemination and adoption of COVID-19 vaccines and their effectiveness against COVID-19 and its evolving strains, some of which
may be more transmissible or virulent than the initial strain;
•Additional widespread resurgences in COVID-19 infections; and
•Evolving safety protocols such as requirements for proof of vaccination or regular testing in certain of our markets.
In addition, in November 2021, the Department of Labor’s Occupational Safety and Health Administration published a new emergency temporary
standard (the "ETS"), which includes new obligations for certain employers with respect to COVID-19 vaccinations, testing and paid time off. The
ETS is subject to multiple legal challenges, which have delayed its implementation. Due to the uncertainty of the outcome of the legal challenges to
the ETS, as well as the uncertainty in implementation details, such as availability and cost of testing, we cannot anticipate the precise impact it
might have on our business. Any such mandate could have a material adverse impact on our business and results of operations, including
workforce constraints and increased costs.
The COVID-19 pandemic continues to evolve rapidly, and the extent of the adverse impact of COVID-19 on the economy and us will depend, in part,
on the length and severity of the measures taken to limit the spread of the virus, and, in part, on the size and effectiveness of the compensating
measures taken by governments. We are closely monitoring the potential effects and impact on our business, results of operations, financial
condition and liquidity. For more information on the impact of COVID-19 on our business, see "Item 1 - Business - Impact of the COVID-19
Pandemic."
We may face challenges in executing our omni-channel strategy and expanding our e-commerce operations.
During fiscal 2020, we began executing on elements of our new growth strategy, which we comprehensively communicated during our October 2020
Investor Day. Our ability to implement our strategic direction is based on a number of key assumptions regarding the future economic environment
and our ability to meet certain ambitions, goals and targets, among other things. If any of these assumptions (including but not limited to our ability
to meet certain ambitions, goals and targets) prove inaccurate in whole or in part, our ability to achieve some or all of the expected benefits of this
strategy could be limited, including our ability to meet our stated financial objectives and retain key employees. Factors beyond our control,
including but not limited to market and economic conditions, execution risk related to the implementation of our strategy and other challenges and
risk factors discussed in this annual report, could limit our ability to achieve some or all of the expected benefits of this strategy. If we are unable to
implement this strategy successfully in whole or in part or should the components of the strategy that are implemented fail to produce the expected
benefits, our business, results of operations, financial condition and financial performance may be materially and adversely affected.
Additionally, an important part of our strategy involves providing customers with a seamless omni-channel shopping experience. Customer
expectations about the methods by which they purchase and receive products or services are evolving, including as a result of the COVID-19
pandemic, and they are increasingly using technology to compare and purchase products. Once products are purchased, customers are seeking
alternate options for delivery of those products. The coordinated operation of our network of physical stores and online platforms is fundamental
to the success of our omni-channel strategy, and our ability to compete and meet customer expectations may suffer if we are unable to provide
relevant customer-facing technology and omni-channel experiences. Consequently, our business, results of operations, financial condition and
financial performance could be materially adversely affected.
-42-
Table of Contents`
Our strategy also involves the introduction of certain new proprietary Owned Brand merchandise, and the associated removal from our existing
product assortment of existing third party merchandise. These proprietary Owned Brands and the associated changes to our product assortment
may not be successful in terms of customer acceptance, and/or may not achieve the revenue or margin improvements we anticipate. In addition,
maintaining a larger assortment of proprietary Owned Brand products exposes us to additional reputational and regulatory risks, including those
related to compliance with product safety and marketing requirements.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our purchases of our common stock during the third quarter of fiscal 2021 were as follows:
Approximate Dollar
Total Number of Value of Shares
Shares Purchased as that May Yet Be
Part of Publicly or Purchased Under
Total Number of Shares Average Price Announced Plans the Plans or Programs (1)
Period Purchased (1) Paid per Share Programs (1) (2)
August 29, 2021 - September 25, 2021 598,000 $ 25.17 598,000 $ 1,601,552,747
September 26, 2021 - October 23, 2021 98,600 $ 20.72 98,600 $ 1,599,510,126
October 24, 2021 - November 27, 2021 4,569,500 $ 22.27 4,569,500 $ 1,497,744,522
Total 5,266,100 $ 22.57 5,266,100 $ 1,497,744,522
(1)
Between December 2004 and April 2021, our Board of Directors authorized, through several share repurchase programs, the repurchase of $12.950
billion of our shares of common stock. We have authorization to make repurchases from time to time in the open market or through other parameters
approved by the Board of Directors pursuant to existing rules and regulations. Shares purchased, as indicated in this table, include shares withheld
to cover employee related taxes on vested restricted shares, restricted stock units and performance stock unit awards, as well as shares purchased
pursuant to accelerated share repurchase agreements. Our share repurchase program could change, and any future share repurchases will be
subject to the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and requirements, business and
market conditions and other factors, including the restrictions on share repurchases under our secured asset-based revolving credit facility.
(2) Excludes brokerage commissions paid by the Company, if any.
-43-
Table of Contents`
ITEM 6. EXHIBITS
The exhibits to this Report are included herein.
Exhibit No. Exhibit
10.1
Separation and General Release Agreement Between the Company and Cindy Davis (Dated as of August 30, 2021) (incorporated
by reference to Exhibit 10.2 to the Company's Form 10-Q filed September 30, 2021)
31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 The cover page of Bed Bath & Beyond Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 27, 2021, formatted
in Inline XBRL (included within Exhibit 101 attachments)
________________
* Filed herewith.
-44-
Table of Contents`
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
(Registrant)
Date: January 6, 2022 By: /s/ Gustavo Arnal

Gustavo Arnal
Chief Financial Officer
-45-
Exhibit 31.1
CERTIFICATION
I, Mark J. Tritton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bed Bath & Beyond Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: January 6, 2022 /s/ Mark J. Tritton
Mark J. Tritton
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Gustavo Arnal, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bed Bath & Beyond Inc.;
report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
Date: January 6, 2022 /s/ Gustavo Arnal
Gustavo Arnal
Exhibit 32
CERTIFICATION
The undersigned, the Principal Executive Officer and Principal Financial Officer of Bed Bath & Beyond Inc. (the "Company"), hereby certify, to the
best of their knowledge and belief, that the Form 10-Q of the Company for the quarterly period ended November 27, 2021 (the "Periodic Report")
accompanying this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)) and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of
operations of the Company. The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the
Sarbanes - Oxley Act of 2002 and is not intended to be used for any other purposes.
Date: January 6, 2022 /s/ Mark J. Tritton
Mark J. Tritton
/s/ Gustavo Arnal
Gustavo Arnal
EXHIBIT 7
UNITED STATES
______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 6, 2022

New York 0-20214 11-2250488
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
(908) 688-0888
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities registered pursuant to section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Item 2.02 Results of Operations and Financial Condition
On January 6, 2022, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third
quarter ended November 27, 2021. A copy of this press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On January 6, 2022, the Company published an Investor Presentation for its fiscal third quarter ended November 27, 2021 as noted in the press
release described in Item 2.02 above. The Investor Presentation is attached hereto as Exhibit 99.2. Additionally, the Company has posted the
Investor Presentation on the investor relations section of its website at www.bedbathandbeyond.com.
The information in this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished under Items 2.02 and 7.01 and shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description
99.1 Press Release issued by Bed Bath & Beyond Inc. on January 6, 2022.
99.2 Investor Presentation for the fiscal third quarter ended November 27, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES

(Registrant)
Date: January 6, 2022 By: /s/ Gustavo Arnal

Gustavo Arnal
Exhibit 99.1
BED BATH & BEYOND INC. REPORTS THIRD QUARTER RESULTS (ENDING NOVEMBER 27, 2021) DELIVERING
STRONG GROSS MARGIN PERFORMANCE
Net Sales of $1,878M; Sequential Comparable Sales Improvement Within the Fiscal Quarter
Company Offsets Higher Freight Costs, While Product Replenishment Delays Pressure Sales Amidst Supply Chain Constraints
GAAP Gross Margin of 35.6%; Adjusted Gross Margin of 35.9% Reflecting Significant Expansion vs. Q3'20 and Q3'19
Announces Further SG&A and Expense Optimization of Approx. $100 Million Annualized
UNION, New Jersey, January 06, 2022 --- Bed Bath & Beyond Inc. (NASDAQ: BBBY) today reported financial results for the third quarter
of fiscal 2021 ended November 27, 2021.
Reported (GAAP) Adjusted2
($ in millions, except per share data) Three months ended Three months ended
November 27, November 28, Diff November 27, November 28, Diff
2021 2020 2021 2020
Net Sales $1,878 $2,618 (28)% $1,878 $2,618 (28)%
Core1 Sales $1,878 $2,186 (14)%
Comparable3 Sales (7)%
Gross Margin 35.6% 36.5% -90bps 35.9% 35.4% +50bps

SG&A Margin 37.2% 34.0% 320bps 37.2% 34.0% 320bps
Net (Loss) Income ($276) ($75) ($201) ($25) $10 ($35)

Adjusted2 EBITDA $41 $121 ($80)
Adjusted2 EBITDA Margin 2.2% 4.6% -240bps
EPS - Diluted ($2.78) ($0.61) ($2.17) ($0.25) $0.08 ($0.33)
Mark Tritton, Bed Bath & Beyond’s President and CEO said, “During a quarter where our sales momentum was not where we wanted it to be
with sales of $1.9 billion and a 7% comp decline, improved momentum in November and strong gross margins demonstrated progress in our
transformation. After our previously announced slower start to sales in September and October, we drove a change in trends by November with
our comp decline improving, particularly in stores. However, overall sales were pressured despite customer demand due to the lack of
availability with replenishment inventory and supply chain stresses that had an estimated $100 million, or mid-single digit, impact on the quarter
and an even higher impact in December. Nevertheless, our customer acquisition strategy for the Bed Bath banner is gaining traction as
evidenced by our Beyond+ loyalty program, which grew by nearly half a million members after one of our largest new subscriber quarters. Our
buybuy BABY banner continues to deliver double-digit growth and we are on track to achieve approximately $1.3 billion in sales in this first
year of transformation - ahead of our investor day goals - all while improving profitability and market share."
"In response to a sharp increase in inflation and pervasive freight and supply chain headwinds, we swiftly implemented market-driven pricing,
promo optimization and product mix plans. Our decisive actions led to an adjusted gross margin rate significantly exceeding plan and above 2020
and 2019 - a key financial barometer of our three-year transformation strategy. Our Owned Brands also continued to produce higher
merchandise margins at increased penetration rates. We now intend to expand the Owned Brands strategy to BABY in 2022 as we look at
margin enhancing strategies, given sales results in this business have stabilized as a result of our targeted efforts to improve this banner. We are
identifying exciting new opportunities to drive sales and BABY is an important cornerstone of our plans, including our recently announced
collaboration with Kroger and our own digital marketplace."
"Just as we delivered on gross margin during the quarter, our holistic focus is on improving our top and bottom line results as we continue to
transform. While we continue to target sales improvement, we are also focused on SG&A. We are pursuing additional expense optimization
measures of approximately $100 million annualized that will explore areas such as store fleet optimization, fixed costs and discretionary savings
opportunities. Earlier this quarter we also announced that we expect to complete our $1 billion three-year share repurchase plan by the end of
fiscal 2021, two years ahead of schedule, which underscores our ongoing confidence in our turnaround and commitment to our capital allocation
framework."
"Having concluded just the third quarter of our multi-year plan, we will continue to execute our strategic transformation by diagnosing and
reforming our legacy business to achieve our goals. As we prepare for 2022, we look forward to operating in a normalized environment with a
base of business upon which to grow," concluded Mr. Tritton.
1
Q3 Highlights
•Net Sales of $1,878M declined (28)%, reflecting a (14)% decline related to a planned reduction from non-core banner divestitures and a Core1
Sales decline of (14)%
◦Core1 Sales decline primarily due to the impact of fleet optimization and Comparable3 Sales
•Comparable3 Sales decline of (7)% versus Q3 2020 and a decline of (4)% versus Q3 2019
◦Bed Bath & Beyond banner Comparable3 Sales decline of (10)%; buybuy BABY banner growth of mid-teens percentage
◦ Comparable Sales improved sequentially within the quarter, particularly for the Bed Bath & Beyond banner
•Calendar November Comparable Sales Growth of low-single digit in US Stores, Flat in Total US (including digital)
◦Thanksgiving thru Cyber-Monday Comparable Sales growth of high-single digit
•Beyond+ program growth of nearly 0.5 million members, with Q3 2021 among the highest new enrollment periods in two years
•Gross Margin of 35.6%; Adjusted2 Gross Margin of 35.9%
•Adjusted2 Gross Margin reflects expansion of 50bps vs. Q3 2020 and 360bps vs. Q3 2019 driven by swift, market-driven pricing actions to
offset expected freight cost increases and supply chain headwinds, as well as promotional optimization and continued traction with the
Company's higher margin Owned Brands
•SG&A expense in-line with expectations
•Adjusted2 EBITDA of $41 million as a result of lower Net Sales
•Cash Flow from Operations of approximately $(0.3) billion reflects a planned, strategic inventory increase of $(0.3) billion in preparation for the
Holiday season
•Company continues to demonstrate strong liquidity with cash, cash equivalents, restricted cash and investments of $0.6 billion in the fiscal 2021
third quarter, and approximately $0.7 billion as of December 25, 2021 reflecting positive operating cash flow for the current quarter-to-date
period.
•Guidance outlook for 2021 fourth quarter established; Revised full fiscal year 2021 guidance outlook to reflect year-to-date performance
Fiscal 2021 Third Quarter Results (ending November 27, 2021)
Net sales of $1.88 billion declined (28)%, reflecting a (14)% decline related to a planned reduction from non-core banner divestitures and a
Core1 banner sales decline of (14)%.
•Core1 sales performance versus last year were primarily driven by a decrease in Bed Bath & Beyond banner sales.
Comparable3 Sales decreased (7)% compared to the prior year period and (4)% compared to the fiscal 2019 third quarter. By channel,
Comparable3 Sales declined (5)% in Stores and (9)% in Digital versus the fiscal 2020 third quarter.
•Comparable3 Sales reflects an estimated 7% impact from fleet optimization activity when compared to the fiscal 2020 third quarter.
Bed Bath & Beyond banner Comparable3 Sales decreased (10)% compared to the prior year period and decreased (5)% compared to the fiscal
2019 third quarter. Results exclude the Company's previously announced store network optimization program, which began in the second half of
the prior fiscal year.
•Comparable3 Sales in key destination categories, which include Bedding, Bath, Kitchen Food Prep, Indoor Decor and Home Organization,
declined (13)% compared to the 2020 fiscal third quarter and (3)% compared to the 2019 fiscal third quarter.
2
These categories represented approximately two-thirds of total Bed Bath & Beyond banner sales in the fiscal 2021 third quarter.
The buybuy BABY banner delivered its fourth consecutive quarter of positive growth with Comparable Sales increasing in the mid-teens
compared to the fiscal 2020 third quarter, driven by double-digit growth in stores and high-single digit growth in digital.
GAAP Gross Margin was 35.6% for the quarter. Excluding special items, Adjusted2 Gross Margin was 35.9%, reflecting 320 basis point
increase in merchandise margins compared to last year. This expansion was primarily related to a more favorable product mix from the
Company's Owned Brands and the implementation of new pricing strategies in response to on-going inflationary pressures and global supply
chain challenges. As such, the Company successfully offset more than 270 basis points of higher freight-related costs.
SG&A expense on both a GAAP and Adjusted2 basis remain at significantly decreased levels compared to the prior year period, primarily due
to cost reductions including divestitures of non-core assets and lower rent and occupancy expenses on a more efficient store base. SG&A
Margin for the quarter increased on a GAAP and Adjusted2 basis versus last year due to lower Net Sales.
Adjusted2 EBITDA for the period was $41 million reflecting lower Net Sales.
Net Loss per diluted share of ($2.78) for the quarter reflected approximately ($2.53) of special items for the quarter. Excluding special items,
Adjusted2 Net Loss per diluted share was ($0.25). Special items during the third quarter included ($1.82) related to the accounting effects of a
non-cash, income tax charge for a valuation allowance recorded in the quarter against certain of the Company’s deferred tax assets. This
valuation allowance does not impact the Company's ability to utilize any deferred tax assets in the future. Special items also reflect charges such
as non-cash impairments related to certain store-level assets and tradenames, loss on sale of businesses, and charges recorded in connection
with the Company's restructuring and transformation initiatives. Restructuring and transformation initiative charges include accelerated
transitional markdowns related primarily to the planned assortment transition to Owned Brands as well as costs associated with the Company’s
transformation initiatives, including store closures related to the Company's fleet optimization. Adjusted Net Loss per diluted share also reflects
a current and deferred income tax benefit on the Company’s Adjusted Pre-Tax Loss.
In preparation for the peak Holiday season, the Company strategically increased its merchandise inventory of approximately $(0.3) billion, and
as a result operating cash flow for the quarter was approximately $(0.3) billion. Accordingly, free cash flow5 was negative, inclusive of $0.1
billion of planned capital expenditures in connection with store remodels, supply chain and information technology systems.
The Company returned approximately $120 million in capital to shareholders through share repurchases in the fiscal 2021 third quarter and more
than $700 million since the program was announced in October 2020. As a reminder, on November 2, 2021, the Company announced plans to
accelerate its $1 billion three-year share repurchase program from fiscal 2022 and fiscal 2023.
Cash, cash equivalents, restricted cash and investments totaled approximately $0.6 billion in the fiscal 2021 third quarter. As of December 25,
2021, cash, cash equivalents, restricted cash and investments totaled approximately $0.7 billion. This current quarter-to-date result reflects
approximately $0.2 billion in positive operating cash flow due to working capital improvements and $0.1 billion in capital expenditures and share
repurchase activity during the period.
Total Liquidity4 was approximately $1.5 billion as of fiscal 2021 third quarter, and approximately $1.6 billion as of December 25, 2021, including
the Company’s asset based revolving credit facility.
Guidance Outlook
As a reminder, Net Sales throughout fiscal 2021 include the Company's Core1 businesses and reflects planned reductions related to the
Company's store fleet optimization activity.
Fiscal 2021 Fourth Quarter Outlook
The Company expects fiscal 2021 fourth quarter Net Sales of approximately $2.1 billion, which only reflects sales from the Company's Core1
businesses. Net Sales also includes planned sales reductions from divestitures and the Company's store fleet optimization program. On a
Comparable Sales basis, the Company expects a high-single digit decline compared to the prior year period.
3
The Company expects to achieve Adjusted2 Gross Margin of 32.5% to 33.0%. This guidance reflects the continued impact of anticipated
greater global supply chain challenges.
The Company expects Adjusted2 EBITDA between $80 million to $100 million and Adjusted2 EPS in the range of $0.00 to $0.15 per diluted
share for the fiscal 2021 fourth quarter.
Fiscal Year 2021 Outlook
Based on its year-to-date performance, as well as current expectations for the fiscal fourth quarter, the Company is revising its fiscal year 2021
guidance outlook.
The Company now expects fiscal year 2021 Net Sales of approximately $7.9 billion. On a Comparable Sales basis, the Company expects high-
single digit growth for the full fiscal year.
Adjusted2 Gross Margin is now anticipated to be in a range of 34.0% to 34.5% and Adjusted2 SG&A is expected to be approximately 34%.
The Company now expects Adjusted2 EBITDA to be in the range of $290 million to $310 million and Adjusted2 EPS range of ($0.15) to $0.00
per diluted share.
Additional details on the Company's fiscal 2021 outlook and visibility on the fourth quarter will be provided during its conference call as well as
in its investor presentation available on the investor relations section of the Company's website at http://bedbathandbeyond.gcs-
web.com/investor-relations.
Fiscal 2021 Third Quarter Conference Call and Investor Presentation

Bed Bath & Beyond Inc.’s fiscal 2021 third quarter conference call with analysts and investors will be held today at 8:15am EDT and may be
accessed by dialing 1-888-424-8151, or if international, 1-847-585-4422, using conference ID number 6725384#. A live audio webcast of the
conference call, along with the earnings press release, investor presentation and supplemental financial disclosures, will also be available on the
investor relations section of the Company's website at http://bedbathandbeyond.gcs-web.com/investor-relations. The webcast will be available
for replay after the call for a period of at least one year.
The Company has also made available an Investor Presentation on the investor relations section of the Company's website at
http://bedbathandbeyond.gcs-web.com/events-and-presentations.
(1)The Company’s four Core banners include Bed Bath & Beyond, buybuy BABY, Harmon Face Values and Decorist.
(2)Adjusted items refer to comparable sales as well as financial measures that are derived from measures calculated in accordance with GAAP, which have been adjusted to
exclude certain items. Adjusted Gross Margin, Adjusted SG&A, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS - Diluted are non-GAAP financial
measures. For more information about non-GAAP financial measures, see “Non-GAAP Information” below.
(3)
Comparable Sales reflects the year-over-year change in sales from the Company's retail channels, including stores and digital, that have been operating for twelve full months
following the opening period (typically six to eight weeks). Comparable Sales excludes the impact of the Company's store network optimization program.
(4)Total
Liquidity includes cash & investments and availability under the Company’s asset-based revolving credit facility.
(5)Free Cash Flow is defined as operating cash flow less capital expenditures.
4
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omnichannel retailer that makes it easy for our customers to feel at home. The
Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the Company is a partner in a
joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca, harmondiscount.com,

facevalues.com, and decorist.com. As of November 27, 2021, the Company had a total of 995 stores, including 809 Bed Bath & Beyond stores
in all 50 states, the District of Columbia, Puerto Rico and Canada, 133 buybuy BABY stores and 53 stores under the names Harmon, Harmon
Face Values or Face Values. During the fiscal 2021 third quarter, the Company opened two stores including one Bed Bath & Beyond store and
one buybuy BABY store. Additionally during the fiscal 2021 third quarter, the Company closed 5 stores including 4 Bed Bath & Beyond stores
and one Harmon store. The joint venture to which the Company is a partner operates 10 stores in Mexico under the name Bed Bath & Beyond.
Non-GAAP Information
This press release contains certain non-GAAP information, including adjusted earnings before interest, income taxes, depreciation and
amortization ("EBITDA"), adjusted EBITDA margin, adjusted gross margin, adjusted SG&A, adjusted net earnings per diluted share, and free
cash flow. Non-GAAP information is intended to provide visibility into the Company’s core operations and excludes special items, including non-
cash impairment charges related to certain store-level assets and tradenames, loss on sale of businesses, loss on the extinguishment of debt,
charges recorded in connection with the restructuring and transformation initiatives, which includes accelerated markdowns and inventory
reserves related to the planned assortment transition to Owned Brands and costs associated with store closures related to the Company's fleet
optimization and the income tax impact of these items. The Company’s definition and calculation of non-GAAP measures may differ from that
of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported
GAAP financial results. For a reconciliation to the most directly comparable US GAAP measures and certain information relating to the
Company’s use of Non-GAAP financial measures, see “Non-GAAP Financial Measures” below.
This press release contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 including,
but not limited to, the Company’s progress and anticipated progress towards its long-term objectives, as well as more generally the status of its
future liquidity and financial condition and its outlook for the Company’s 2021 fourth quarter and its 2021 fiscal year. Many of these forward-
looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model,
project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that statements
are not forward-looking. The Company’s actual results and future financial condition may differ materially from those expressed in any such
forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the
housing market, a challenging overall macroeconomic environment and related changes in the retailing environment; risks associated with the
COVID-19 pandemic and the governmental responses to it, including its impacts across the Company’s businesses on demand and operations,
as well as on the operations of the Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in
response to these risks; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic
factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual
weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the
ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational changes and investments, including
the Company’s strategic restructuring program and store network optimization strategies; the ability to attract and retain qualified employees in
all areas of the organization; the cost of labor, merchandise, logistical costs and other costs and expenses; potential supply chain disruption due
to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability,
labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations
at acceptable occupancy costs and other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain
the appropriate mix of digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the
Company’s development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly
changing retail and economic environment, including in response to the COVID-19
5
pandemic; uncertainty in financial markets; volatility in the price of the Company’s common stock and its effect, and the effect of other factors,
including the COVID-19 pandemic, on the Company’s capital allocation strategy; risks associated with the ability to achieve a successful
outcome for the Company’s business concepts and to otherwise achieve its business strategies; the impact of intangible asset and other
impairments; disruptions to the Company’s information technology systems, including but not limited to security breaches of systems protecting
consumer and employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the
Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those related to labor,
health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor performance in direct home
delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements, including without limitation proposed
changes affecting international trade; changes to, or new, tax laws or interpretation of existing tax laws; new, or developments in existing,
litigation, claims or assessments; changes to, or new, accounting standards; and foreign currency exchange rate fluctuations. Except as required
by law, the Company does not undertake any obligation to update its forward-looking statements.
Contacts
INVESTOR CONTACT: Susie Kim, IR@bedbath.com

MEDIA CONTACT: Eric Mangan, media@bedbath.com
6

(unaudited)

2021 2020 2021 2020
Net sales $ 1,877,874 $ 2,618,472 $ 5,816,382 $ 6,613,887
Cost of sales 1,208,954 1,661,905 3,912,699 4,321,294
Gross profit 668,920 956,567 1,903,683 2,292,593
Operating loss (86,111) (122,849) (242,097) (313,235)
Loss before provision (benefit) for income taxes (101,883) (140,654) (290,366) (294,544)
Provision (benefit) for income taxes 174,546 (65,213) 110,152 (134,712)
Net loss $ (276,429) $ (75,441) $ (400,518) $ (159,832)
Net loss per share - Basic $ (2.78) $ (0.61) $ (3.90) $ (1.29)

Net loss per share - Diluted $ (2.78) $ (0.61) $ (3.90) $ (1.29)

7
Non-GAAP Financial Measures
The following table reconciles non-GAAP financial measures presented in this press release or that may be presented on the Company’s third
quarter conference call with analysts and investors. The Company believes that these non-GAAP financial measures provide management,
analysts, investors and other users of the Company’s financial information with meaningful supplemental information regarding the performance
of the Company’s business. These non-GAAP financial measures should not be considered superior to, but in addition to other financial
measures prepared by the Company in accordance with GAAP, including the year-to-year results. The Company’s method of determining these
non-GAAP financial measures may be different from other companies’ methods and, therefore, may not be comparable to those used by other
companies and the Company does not recommend the sole use of this non-GAAP measure to assess its financial and earnings performance.
For reasons noted above, the Company is presenting certain non-GAAP financial measures for its fiscal 2021 third quarter. In order for
investors to be able to more easily compare the Company’s performance across periods, the Company has included comparable reconciliations
for the 2020 period in the reconciliation tables below. The Company is not providing a reconciliation of its guidance with respect to Adjusted
EBITDA because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty
of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the
Company is unable to address the probable significance of the unavailable information, which could be material to future results.
8
Non-GAAP Reconciliation
(unaudited)
Excluding
Restructuring
(Gain) loss (Gain) loss on and (Gain) loss Total
on sale of Extinguishment Transformation on sale of income tax
Reported Businesses of debt Expenses Impairments property impact Total Impact Adjusted
Gross profit 668,920 $ - $ - $ (6,111) $ - $ - $ - $ 6,111 675,031
Gross margin 35.6% -% -% 0.3% -% -% -% 0.3% 35.9%
Restructuring
and
transformation
initiative
expenses 41,219 - - (41,219) - - - (41,219) -
(Loss) earnings
before (benefit)
provision for
income taxes (101,883) 14,100 - 47,330 1,759 - - 63,189 (38,694)
Tax (benefit)
provision 174,546 - - - - - (188,674) (188,674) (14,128)
Effective tax
rate (171.3)% 207.8% 207.8% 36.5%
Net (loss) income $ (276,429) $ 14,100 $ - $ 47,330 $ 1,759 $ - $ 188,674 $ 251,863 $ (24,566)
Net (loss)
earnings per
share - Diluted $ (2.78) $ (0.25)
Weighted
average shares
outstanding-
Basic 99,591 99,591
Weighted
average shares
outstanding-
Diluted 99.591 (1) 99,591
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA

Net (loss) income $ (276,429) $ 14,100 $ - $ 47,330 $ 1,759 $ - $ 188,674 $ 251,863 $ (24,566)
Depreciation
and
amortization 76,352 - - (12,792) - - - (12,792) 63,560
Loss on
extinguishment
of debt - - - - - - - - -
Interest expense 15,772 - - - - - - - 15,772
Tax (benefit)
provision 174,546 - - - - - (188,674) (188,674) (14,128)
EBITDA $ (9,759) $ 14,100 $ - $ 34,538 $ 1,759 $ - $ - $ 50,397 $ 40,638
EBITDA as % of
net sales 2.2%
(1)
If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are equivalent to basic weighted average shares
outstanding.
9
(unaudited)
Excluding
Benefit from
Restructuring reduction of
(Gain) loss (Gain) loss on and incremental
on sale of extinguishment Transformation markdown Total income
Reported Businesses of debt Expenses Impairments reserves tax impact Total impact Adjusted
Gross profit 956,567 - - 13,929 - (44,319) - (30,390) 926,177
Gross margin 36.5% -% -% 0.6% -% (1.7)% -% (1.1)% 35.4%
Restructuring
and
transformation
initiative
expenses 16,770 - - (16,770) - - - (16,770) -
(Loss) earnings
before (benefit)
provision for
income taxes (140,654) 113,909 - 30,699 57,997 (44,319) - 158,286 17,632
Tax (benefit)
provision (65,213) - - - - - 72,415 72,415 7,202
Effective tax
rate 46.4% (5.6)% (5.6)% 40.8%
Net (loss)
income $ (75,441) $ 113,909 $ - $ 30,699 $ 57,997 $ (44,319) $ (72,415) $ 85,871 $ 10,430
Net (loss)
earnings per
share - Diluted $ (0.61) $ 0.08
Weighted
average shares
outstanding-
Basic 122,885 122,885
Weighted
average shares
outstanding-
Diluted 122,885 (1) 124,642

Net (loss)
income $ (75,441) $ 113,909 $ - $ 30,699 $ 57,997 $ (44,319) $ (72,415) $ 85,871 $ 10,430
Depreciation
and
amortization 93,706 - - (8,000) - - - (8,000) 85,706
Loss on
extinguishment
of debt - - - - - - - - -
Interest
expense 17,805 - - - - - - - 17,805
Tax (benefit)
provision (65,213) - - - - - 72,415 72,415 7,202
EBITDA $ (29,143) $ 113,909 $ - $ 22,699 $ 57,997 $ (44,319) $ - $ 150,286 $ 121,143
EBITDA as % of
net sales 4.6%
(1)
If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are equivalent to basic weighted average shares
outstanding.
10

(unaudited)
November 27, 2021 August 28, 2021 February 27, 2021
Assets
Current assets:
Cash and cash equivalents $ 509,054 $ 970,592 $ 1,352,984
Short term investment securities - 29,999 -
Merchandise inventories 1,911,859 1,590,669 1,671,909
Prepaid expenses and other current assets 526,540 510,109 595,152
Total current assets 2,947,453 3,101,369 3,620,045
Long term investment securities 19,237 19,459 19,545
Property and equipment, net 923,977 918,462 918,418
Operating lease assets 1,603,536 1,668,621 1,587,101
Other assets 162,435 359,612 311,821
Total assets $ 5,656,638 $ 6,067,523 $ 6,456,930

Accounts payable $ 908,070 $ 991,502 $ 986,045
Accrued expenses and other current liabilities 649,204 514,404 636,329
Merchandise credit and gift card liabilities 313,968 311,013 312,486
Current operating lease liabilities 347,721 349,847 360,061
Total current liabilities 2,218,963 2,166,766 2,294,921
Other liabilities 69,972 74,831 82,279
Operating lease liabilities 1,532,873 1,609,912 1,509,767
Income taxes payable 101,535 102,192 102,664
Long term debt 1,179,682 1,179,588 1,190,363
Total liabilities 5,103,025 5,133,289 5,179,994
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or
outstanding - - -
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,140, 343,596 and
343,241, respectively; outstanding 96,338, 101,060 and 109,621 shares, respectively 3,441 3,436 3,432
Additional paid-in capital 2,227,469 2,218,400 2,152,135
Retained earnings 9,825,156 10,101,522 10,225,253
Treasury stock, at cost; 247,802, 242,536 and 233,620 shares, respectively (11,454,757) (11,335,845) (11,048,284)
Accumulated other comprehensive loss (47,696) (53,279) (55,600)
Total shareholders' equity 553,613 934,234 1,276,936
Total liabilities and shareholders' equity $ 5,656,638 $ 6,067,523 $ 6,456,930
11

2021 2020 2021 2020
Net loss $ (276,429) $ (75,441) $ (400,518) $ (159,832)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 76,352 93,706 214,742 262,584
Stock-based compensation 8,882 7,184 26,875 23,064
Deferred income taxes 175,375 (66,086) 126,437 (43,354)
Loss (gain) on debt extinguishment - - 376 (77,038)
Other (2,143) 226 (7,516) 128
Merchandise inventories (322,818) (137,257) (240,522) (91,235)
Other current assets (21,621) (2,293) 60,582 (1,680)
Other assets 143 46 (82) 323
(Decrease) increase in liabilities:
Accounts payable (81,898) (15,657) (72,408) 97,713
Accrued expenses and other current liabilities 137,045 72,146 20,385 97,755
Merchandise credit and gift card liabilities 3,094 (6,323) 1,551 (21,199)
Income taxes payable (670) (5,563) (1,160) (8,876)
Operating lease assets and liabilities, net (14,963) 1,757 (16,707) 10,808
Other liabilities (6,986) 5,193 (13,468) 6,426
Net cash (used in) provided by operating activities (310,778) 43,544 (264,740) 192,402
Purchases of held-to-maturity investment securities - - (29,997) -
Redemption of held-to-maturity investment securities 30,000 - 30,000 386,500
Net proceeds from sale of business - 237,927 - 482,709
Net proceeds from sale of property - - 5,000 -
Capital expenditures (82,995) (37,995) (232,470) (117,316)
Net cash (used in) provided by investing activities (52,995) 199,932 (227,467) 751,893
Borrowing of long-term debt - - - 236,400
Repayments of long-term debt - - (11,355) (457,827)
Prepayment under share repurchase agreement - (132,615) - (132,615)
Repurchase of common stock, including fees (118,912) (94,052) (358,923) (97,086)
Payment of dividends (127) (93) (767) (23,063)
Payment of deferred financing fees - - (3,443) (7,690)
Net cash used in financing activities (119,039) (226,760) (374,488) (481,881)
Effect of exchange rate changes on cash, cash equivalents and restricted
cash (1,577) 1,404 (88) 3,328
Net (decrease) increase in cash, cash equivalents and restricted cash (484,389) 18,120 (866,783) 465,742
Change in cash balances classified as held-for-sale - - - 4,815
Net (decrease) increase in cash, cash equivalents and restricted cash (484,389) 18,120 (866,783) 470,557
Beginning of period 1,024,830 1,476,087 1,407,224 1,023,650
End of period $ 540,441 $ 1,494,207 $ 540,441 $ 1,494,207
12
2 T h i s p r e s e n t a t i o n c o n t a i n s f o r w a r d - l o o k i n g s t a t e m e n t s w i t h i n t h e m e a n i n g o f S e c t i o n 2 1 E o f t h e S e c u r i t i e s E x c h a n g e A c t o f 1 9 3 4 i n c l u d i n g , b u t n o t l i m i t e d t o , t h e C o m p a n y ’ s p r o g r e s s a n d a n t i c i p a t e d p r o g r e s s t o w a r d s i t s l o n g - t e r m o b j e c t i v e s , a s w e l l a s m o r e g e n e r a l l y t h e s t a t u s o f i t s f u t u r e l i q u i d i t y a n d f i n a n c i a l c o n d i t i o n a n d i t s o u t l o o k f o r t h e C o m p a n y ’ s f i s c a l 2 0 2 1 f o u r t h q u a r t e r a n d f o r i t s 2 0 2 1 f i s c a l y e a r . M a n y o f t h e s e f o r w a r d - l o o k i n g s t a t e m e n t s c a n b e i d e n t i f i e d b y u s e o f w o r d s s u c h a s m a y , w i l l , e x p e c t , a n t i c i p a t e , a p p r o x i m a t e , e s t i m a t e , a s s u m e , c o n t i n u e , m o d e l , p r o j e c t , p l a n , g o a l , p r e l i m i n a r y , a n d s i m i l a r w o r d s a n d p h r a s e s , a l t h o u g h t h e a b s e n c e o f t h o s e w o r d s d o e s n o t n e c e s s a r i l y m e a n t h a t s t a t e m e n t s a r e n o t f o r w a r d - l o o k i n g . T h e C o m p a n y ’ s a c t u a l r e s u l t s a n d f u t u r e f i n a n c i a l c o n d i t i o n m a y d i f f e r m a t e r i a l l y f r o m t h o s e e x p r e s s e d i n a n y s u c h f o r w a r d - l o o k i n g s t a t e m e n t s a s a r e s u l t o f m a n y f a c t o r s . S u c h f a c t o r s i n c l u d e , w i t h o u t l i m i t a t i o n : g e n e r a l e c o n o m i c c o n d i t i o n s i n c l u d i n g t h e h o u s i n g m a r k e t , a c h a l l e n g i n g o v e r a l l m a c r o e c o n o m i c e n v i r o n m e n t a n d r e l a t e d c h a n g e s i n t h e r e t a i l i n g e n v i r o n m e n t ; r i s k s a s s o c i a t e d w i t h t h e C O V I D - 1 9 p a n d e m i c a n d t h e g o v e r n m e n t a l r e s p o n s e s t o i t , i n c l u d i n g i t s i m p a c t s a c r o s s t h e C o m p a n y ’ s b u s i n e s s e s o n d e m a n d a n d o p e r a t i o n s , a s w e l l a s o n t h e o p e r a t i o n s o f t h e C o m p a n y ’ s
s u p p l i e r s a n d o t h e r b u s i n e s s p a r t n e r s , a n d t h e e f f e c t i v e n e s s o f t h e C o m p a n y ’ s a c t i o n s t a k e n i n r e s p o n s e t o t h e s e r i s k s ; c o n s u m e r p r e f e r e n c e s , s p e n d i n g h a b i t s a n d a d o p t i o n o f n e w t e c h n o l o g i e s ; d e m o g r a p h i c s a n d o t h e r m a c r o e c o n o m i c f a c t o r s t h a t m a y i m p a c t t h e l e v e l o f s p e n d i n g f o r t h e t y p e s o f m e r c h a n d i s e s o l d b y t h e C o m p a n y ; c i v i l d i s t u r b a n c e s a n d t e r r o r i s t a c t s ; u n u s u a l w e a t h e r p a t t e r n s a n d n a t u r a l d i s a s t e r s ; c o m p e t i t i o n f r o m e x i s t i n g a n d p o t e n t i a l c o m p e t i t o r s a c r o s s a l l c h a n n e l s ; p r i c i n g p r e s s u r e s ; l i q u i d i t y ; t h e a b i l i t y t o a c h i e v e a n t i c i p a t e d c o s t s a v i n g s , a n d t o n o t e x c e e d a n t i c i p a t e d c o s t s , a s s o c i a t e d w i t h o r g a n i z a t i o n a l c h a n g e s a n d i n v e s t m e n t s , i n c l u d i n g t h e C o m p a n y ’ s s t r a t e g i c r e s t r u c t u r i n g p r o g r a m a n d s t o r e n e t w o r k o p t i m i z a t i o n s t r a t e g i e s ; t h e a b i l i t y t o a t t r a c t a n d r e t a i n q u a l i f i e d e m p l o y e e s i n a l l a r e a s o f t h e o r g a n i z a t i o n ; t h e c o s t o f l a b o r , m e r c h a n d i s e , l o g i s t i c a l c o s t s a n d o t h e r c o s t s a n d e x p e n s e s ; p o t e n t i a l s u p p l y c h a i n d i s r u p t i o n d u e t o t r a d e r e s t r i c t i o n s o r o t h e r w i s e , a n d o t h e r f a c t o r s s u c h a s n a t u r a l d i s a s t e r s , p a n d e m i c s , i n c l u d i n g t h e C O V I D - 1 9 p a n d e m i c , p o l i t i c a l i n s t a b i l i t y , l a b o r d i s t u r b a n c e s , p r o d u c t r e c a l l s , f i n a n c i a l o r o p e r a t i o n a l i n s t a b i l i t y o f s u p p l i e r s o r c a r r i e r s , a n d o t h e r i t e m s ; t h e a b i l i t y t o f i n d s u i t a b l e l o c a t i o n s a t a c c e p t a b l e o c c u p a n c y c o s t s a n d o t h e r t e r m s t o s u p p o r t t h e C o m p a n y ’ s p l a n s
f o r n e w s t o r e s ; t h e a b i l i t y t o e s t a b l i s h a n d p r o f i t a b l y m a i n t a i n t h e a p p r o p r i a t e m i x o f d i g i t a l a n d p h y s i c a l p r e s e n c e i n t h e m a r k e t s i t s e r v e s ; t h e a b i l i t y t o a s s e s s a n d i m p l e m e n t t e c h n o l o g i e s i n s u p p o r t o f t h e C o m p a n y ’ s d e v e l o p m e n t o f i t s o m n i c h a n n e l c a p a b i l i t i e s ; t h e a b i l i t y t o e f f e c t i v e l y a n d t i m e l y a d j u s t t h e C o m p a n y ’ s p l a n s i n t h e f a c e o f t h e r a p i d l y c h a n g i n g r e t a i l a n d e c o n o m i c e n v i r o n m e n t , i n c l u d i n g i n r e s p o n s e t o t h e C O V I D - 1 9 p a n d e m i c ; u n c e r t a i n t y i n f i n a n c i a l m a r k e t s ; v o l a t i l i t y i n t h e p r i c e o f t h e C o m p a n y ’ s c o m m o n s t o c k a n d i t s e f f e c t , a n d t h e e f f e c t o f o t h e r f a c t o r s , i n c l u d i n g t h e C O V I D - 1 9 p a n d e m i c , o n t h e C o m p a n y ’ s c a p i t a l a l l o c a t i o n s t r a t e g y ; r i s k s a s s o c i a t e d w i t h t h e a b i l i t y t o a c h i e v e a s u c c e s s f u l o u t c o m e f o r t h e C o m p a n y ’ s b u s i n e s s c o n c e p t s a n d t o o t h e r w i s e a c h i e v e i t s b u s i n e s s s t r a t e g i e s ; t h e i m p a c t o f i n t a n g i b l e a s s e t a n d o t h e r i m p a i r m e n t s ; d i s r u p t i o n s t o t h e C o m p a n y ’ s i n f o r m a t i o n t e c h n o l o g y s y s t e m s , i n c l u d i n g b u t n o t l i m i t e d t o s e c u r i t y b r e a c h e s o f s y s t e m s p r o t e c t i n g c o n s u m e r a n d e m p l o y e e i n f o r m a t i o n o r o t h e r t y p e s o f c y b e r c r i m e s o r c y b e r s e c u r i t y a t t a c k s ; r e p u t a t i o n a l r i s k a r i s i n g f r o m c h a l l e n g e s t o t h e C o m p a n y ’ s o r a t h i r d p a r t y p r o d u c t o r s e r v i c e s u p p l i e r ’ s c o m p l i a n c e w i t h v a r i o u s l a w s , r e g u l a t i o n s o r s t a n d a r d s , i n c l u d i n g t h o s e r e l a t e d t o l a b o r , h e a l t h , s a f e t y , p r i v a c y o r t h e
e n v i r o n m e n t ; r e p u t a t i o n a l r i s k a r i s i n g f r o m t h i r d - p a r t y m e r c h a n d i s e o r s e r v i c e v e n d o r p e r f o r m a n c e i n d i r e c t h o m e d e l i v e r y o r a s s e m b l y o f p r o d u c t f o r c u s t o m e r s ; c h a n g e s t o s t a t u t o r y , r e g u l a t o r y a n d l e g a l r e q u i r e m e n t s , i n c l u d i n g w i t h o u t l i m i t a t i o n p r o p o s e d c h a n g e s a f f e c t i n g i n t e r n a t i o n a l t r a d e ; c h a n g e s t o , o r n e w , t a x l a w s o r i n t e r p r e t a t i o n o f e x i s t i n g t a x l a w s ; n e w , o r d e v e l o p m e n t s i n e x i s t i n g , l i t i g a t i o n , c l a i m s o r a s s e s s m e n t s ; c h a n g e s t o , o r n e w , a c c o u n t i n g s t a n d a r d s ; a n d f o r e i g n c u r r e n c y e x c h a n g e r a t e f l u c t u a t i o n s . E x c e p t a s r e q u i r e d b y l a w , t h e C o m p a n y d o e s n o t u n d e r t a k e a n y o b l i g a t i o n t o u p d a t e i t s f o r w a r d - l o o k i n g s t a t e m e n t s .
3 ▪ ▪ ▪ ▪
4
5 ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ 3 ▪ 3 * F i s c a l N o v e m b e r e n d i n g 1 1 / 2 7 ; C a l e n d a r N o v e m b e r e n d i n g 1 1 / 3 0 ; T h a n k s g i v i n g t o C y b e r M o n d a y p e r i o d e n d i n g 1 1 / 3 0
6 1 2 2 N o t e : T h e C o m p a n y ’ s f o u r C o r e b a n n e r s i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t .
7 • • • S t o r e s D i g i t a l
8 • • • • • 1 • T o t a l N e t S a l e s D i v e s t i t u r e s F l e e t O p t i m i z a t i o n N o t e : T h e C o m p a n y ’ s f o u r C o r e b a n n e r s i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t . S t o r e s D i g i t a l C o r e B a n n e r N e t S a l e s ( e x c l . D i v e s t i t u r e s ) C o m p a r a b l e S a l e s S u p p l y C h a i n D i s r u p t i o n s *
9 1 1 1 1 1 N o t e : B a s e d o n C o r e b u s i n e s s
1 0 N o t e : n u m b e r s m a y n o t a d d d u e t o r o u n d i n g •
1 1 3 C a s h F l o w R e f l e c t s S e a s o n a l i t y & S t r a t e g i c H o l i d a y I n v e n t o r y I n v e s t m e n t s A m i d s t S u p p l y C h a i n H e a d w i n d s 3
1 2
1 3 N o t e : A d j . g r o s s m a r g i n , a d j , E B I T D A & a d j . E P S a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r a r e c o n c i l i a t i o n t o c o m p a r a b l e G A A P m e a s u r e s , s e e A p p e n d i x o f t h i s p r e s e n t a t i o n . K e y C o n s i d e r a t i o n s : ▪ D e p r e c i a t i o n & A m o r t i z a t i o n : $ 6 4 M - $ 6 9 M ▪ I n t e r e s t E x p e n s e : a p p r o x . $ 1 6 M ▪ T a x R a t e : 2 8 % - 3 0 % ( e x c l u d i n g d i s c r e t e i t e m s )
1 4 C U R R E N T P R I O R a p p r o x . $ 7 . 9 B $ 8 . 1 B - $ 8 . 3 B + H S D + L D D 3 4 . 0 % - 3 4 . 5 % A p p r o x . 3 4 . 0 % - 3 5 . 0 % A p p r o x . 3 4 % A p p r o x . 3 2 % $ 2 9 0 M - $ 3 1 0 M $ 4 2 5 M - $ 4 6 5 M ( $ 0 . 1 5 ) - $ 0 . 0 0 $ 0 . 7 0 - $ 1 . 1 0 N o t e : A d j . g r o s s m a r g i n , a d j . S G & A , a d j , E B I T D A & a d j . E P S a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r a r e c o n c i l i a t i o n t o c o m p a r a b l e G A A P m e a s u r e s , s e e A p p e n d i x o f t h i s p r e s e n t a t i o n . K e y C o n s i d e r a t i o n s : ▪ C o m p S a l e s ( Q 1 ’ 2 1 - Q 4 ’ 2 1 ) : + h i g h - s i n g l e d i g i t s ▪ D e p r e c i a t i o n & A m o r t i z a t i o n : a p p r o x . $ 2 5 6 M - $ 2 6 0 M ▪ I n t e r e s t E x p e n s e : a p p r o x . $ 6 4 M C a p i t a l A l l o c a t i o n ▪ C A P E X : a p p r o x . $ 3 5 0 M ▪ S h a r e R e p u r c h a s e : a p p r o x . $ 6 2 5 M

1 5
1 6
1 7 ✓ S t o r e s a s f u l f i l l m e n t h u b s ✓ O m n i - a l w a y s p l a t f o r m ✓ I n v e s t i n k e y p r o j e c t s f o r e n h a n c e d c a p a b i l i t i e s ✓ L a u n c h e d d i g i t a l M a r k e t p l a c e t o e x p a n d p l a t f o r m ✓ A n n o u n c e s p a r t n e r s h i p w i t h K r o g e r E - c o m m e r c e ✓ F i r s t h o m e r e t a i l e r o n D o o r D a s h M a r k e t p l a c e ✓ R e m o d e l ~ 4 5 0 B B B s t o r e s ✓ C l o s e ~ 2 0 0 B B B s t o r e s ✓ A p p r o x . 1 3 0 t o 1 5 0 r e m o d e l s ✓ A p p r o x . 2 0 0 B B B c l o s u r e s ( c u m u l a t i v e ) ✓ + M S D % s a l e s l i f t i n r e m o d e l s c o n t i n u e ( y t d ) ✓ 8 2 r e m o d e l s t o - d a t e & ~ 1 7 0 c l o s e d ( c u m u l a t i v e ) ✓ L a u n c h 1 0 B B B O w n e d B r a n d s ✓ O w n e d B r a n d p e n e t r a t i o n o f 3 0 % ✓ I n t r o d u c e 8 O w n e d B r a n d s ✓ L a u n c h e d 6 O w n e d B r a n d s i n 1 H 2 1 ✓ O w n e d b r a n d p e n e t r a t i o n o f 2 0 % ✓ L a u n c h e d t w o O w n e d B r a n d s , s u c c e s s f u l l y a c h i e v i n g t a r g e t o f e i g h t O w n e d B r a n d s i n F Y 2 1 ✓ P e n e t r a t i o n o f 2 5 % O v e r a l l ✓ D e v e l o p i n g O w n e d B r a n d s f o r b u y b u y B A B Y ✓ I n c r e a s e B A B Y s a l e s t o $ 1 . 5 B + ✓ M o d e r n i z e d e s t i n a t i o n c a t e g o r i e s & e x t e n d v a l u e p r o p ✓ A g e u p s t r a t e g y ✓ D o u b l e - d i g i t p o s i t i v e c o m p s a l e s b b B A B Y g r o w t h & s u s t a i n i n g Y T D m a r k e t s h a r e g a i n s ✓ D i g i t a l p e n e t r a t i o n > 5 0 % a t B A B Y ✓ R e d u c e s t o r e r e p l e n i s h m e n t t o 1 0 d a y s ( v i a R D C s ) ✓ N e w t e c h r o a d m a p ( m e r c h , E R P & s u p p l y c h a i n ) ✓ P l a n a n d b e g i n i m p l e m e n t a t i o n o f t w o R D C s i n N E / W e s t ✓ I n i t i a t e n e w O r a c l e E R P r o l l o u t ✓ S i g n e d L O I f o r W e s t C o a s t R D C i n S o u t h e r n C a l i f o r n i a ; o n t r a c k f o r c o n s t r u c t i o n i n 2 0 2 2 ✓ B e g i n n i n g

f i n a l r o u n d o f E R P t e s t i n g a h e a d o f 1 Q 2 2 a c t i v a t i o n w i t h i n F i n a n c e o n - t r a c k
1 8 T h r e e P i l l a r s o f T r a n s f o r m a t i o n E L E V A T E E X P E R I E N C E : O v e r h a u l e d w e b s i t e s w i t h n e w l o o k , r e d u c e d s t e p s t o c h e c k o u t a n d A I - p o w e r e d s e a r c h U N L O C K O M N I - A L W A Y S : l a u n c h e d B O P I S & c u r b s i d e p i c k u p s e r v i c e s T R A N S F O R M T O D I G I T A L F I R S T : U p g r a d e d t o o l s a n d p r o c e s s e s t o i m p r o v e s p e e d t o m a r k e t D i g i t a l S a l e s p e n e t r a t i o n D i g i t a l p e n e t r a t i o n v s . 2 0 1 9 V i s i t s t o w e b s i t e O m n i + D i g i t a l a c t i v e s h o p p e r s T o t a l d i g i t a l s a l e s f u l f i l l e d b y s t o r e s i n c l . a p p r o x . 1 5 % B O P I S N o t e : A p p d a t a ( l a u n c h e s a n d f i r s t - t i m e v i s i t o r s ) r e l a t e s t o B e d B a t h & B e y o n d b a n n e r o n l y
1 9 • 8 2 s t o r e r e m o d e l s t o - d a t e • C o n t i n u e t o d e l i v e r m i d - s i n g l e d i g i t s a l e s l i f t ( Y T D ) • O n t r a c k t o d e l i v e r a p p r o x . 1 3 0 r e m o d e l s a c r o s s U S & C A N a s p l a n n e d d e s p i t e s u p p l y c h a i n c h a l l e n g e s
2 0 • 1 7 0 B e d B a t h B a n n e r C l o s u r e s - t o - D a t e ( 5 i n Q t r ) • S a l e s t r a n s f e r e n c e r a t e o f > 2 0 % c o n t i n u e s • O n t r a c k t o c l o s e a p p r o x . 2 0 0 s t o r e c l o s u r e s t h r o u g h F Y 2 1 C o n t i n u i n g t o p o s i t i o n o u r n e t w o r k f o r t h e f u t u r e : ✓ D i s c i p l i n e d m a n a g e m e n t o f i n v e n t o r y a n d r e c e i p t s ✓ P a r t n e r s h i p w i t h r e c o g n i z e d l i q u i d a t i o n s e r v i c e ✓ R o b u s t i n - s t o r e a n d d i g i t a l l o c a l m a r k e t i n g ✓ D a t a - d r i v e n t r a c k i n g a n d m o n i t o r i n g
2 1 • L a u n c h i n g i n e a r l y 2 0 2 2 o n K r o g e r . c o m • O f f e r i n g a n e x t e n s i v e s e l e c t i o n o f t h e m o s t s o u g h t - a f t e r g o o d s f o r h o m e a n d b a b y p r o d u c t s • L a u n c h i n g i n s e l e c t K r o g e r b r i c k & m o r t a r s t o r e s i n 2 0 2 2 • B r a n d e d s h o p - i n - s h o p e x p e r i e n c e w i t h e x c l u s i v e O w n e d B r a n d s a n d n a t i o n a l b r a n d s
2 2 L a u n c h e d N o v e m b e r 2 0 2 1 S h a r e t h e h a p p y . L a u n c h e d O c t o b e r 2 0 2 1 D e s i g n e d f o r m o d e r n l i v i n g .
2 3 B r i n g y o u r s t o r y t o l i f e L a u n c h e d J u n e 2 0 2 1 E s c a p e t h e n o i s e L a u n c h e d A p r i l 2 0 2 1 L a u n c h e d J u l y 2 0 2 1 S o l u t i o n s f o r a w e l l - k e p t h o m e L a u n c h e d M a y 2 0 2 1 H o m e s t a r t s h e r e L a u n c h e d J u n e 2 0 2 1 S t a r t w i t h f o o d . E n d w i t h l o v e . L a u n c h e d M a r c h 2 0 2 1 e v e r y d a y c o m f o r t L a u n c h e d O c t o b e r 2 0 2 1 D e s i g n e d f o r m o d e r n l i v i n g . L a u n c h e d N o v e m b e r 2 0 2 1 S h a r e t h e h a p p y .
2 4 ✓ P e n e t r a t i o n a p p r o x i m a t e l y 2 5 % i n c h a i n ✓ P e n e t r a t i o n a b o v e c h a i n i n r e m o d e l e d s t o r e s ✓ E x t e n d i n g O w n e d B r a n d s t o t h e b u y b u y B A B Y b u s i n e s s
2 5 P o s i t i v e N e t S a l e s g r o w t h v s . Q 3 ’ 2 0 w i t h m a r k e t s h a r e e l e v a t e d ( y t d ) C o n t i n u e d m a r k e t s h a r e g a i n s D i g i t a l p e n e t r a t i o n o f t o t a l B A B Y S a l e s N o t e : A s s h a r e d d u r i n g I n v e s t o r D a y 2 0 2 0
2 6 D e l i v e r i n g V a l u e ✓ I n c r e a s e d d i g i t a l c a p a b i l i t i e s ✓ F l e x i b i l i t y , a g i l i t y a n d s c a l a b i l i t y ✓ S p e e d t o m a r k e t ✓ M o r e e f f i c i e n t t e c h n o l o g y o p e r a t i o n s ✓ S h i f t s p e n d t o w a r d s i n n o v a t i o n ✓ I m p r o v e d r e t u r n o n t e c h n o l o g y i n v e s t m e n t ▪ 3 5 - d a y s t o r e r e p l e n i s h m e n t ▪ V e n d o r d i r e c t n e t w o r k w i t h c o n s o l i d a t i o n h u b s ▪ I n e f f i c i e n c i e s d r i v i n g h i g h , u n c o m p e t i t i v e c o s t s ▪ D i s p a r a t e l e g a c y t e c h n o l o g y ▪ L e g a c y a n d s i l o e d a r c h i t e c t u r e a n d a p p l i c a t i o n s ▪ R e a c t i v e a n d m a n u a l l y i n t e n s i v e o p e r a t i n g m o d e l ▪ V e n d o r p o o l c o n s o l i d a t i o n u n d e r w a y w i t h N E R D C ▪ S i g n e d L O I f o r W e s t C o a s t R D C i n S o u t h e r n C a l i f o r n i a ▪ W e s t C o a s t R D C c o n s t r u c t i o n t o b e g i n i n 2 0 2 2 ▪ R E L E X s y s t e m s u c c e s s f u l l y l a u n c h e d ▪ B e g i n n i n g f i n a l r o u n d o f E R P t e s t i n g ▪ E R P l a u n c h o n t r a c k f o r 2 0 2 2 ▪ 1 0 - d a y s t o r e r e p l e n i s h m e n t ▪ 4 r e g i o n a l D C s ▪ I n c r e a s e d s t a n d a r d i z a t i o n t o l o w e r t o t a l s u p p l y c h a i n c o s t s ▪ C l o u d - b a s e d a n d s c a l a b l e i n f r a s t r u c t u r e ▪ N e w E R P ▪ A u t o m a t e d a n d a g i l e o p e r a t i n g m o d e l
2 7
2 8
2 9 $ ( 2 5 ) $ 2 5 $ 7 5 $ 1 2 5 $ 1 7 5 $ 2 2 5 $ 2 7 5 A c c e l e r a t e d S h a r e R e p u r c h a s e P r o g r a m P M A L L D i v e s t u r e O n e K i n g s L a n e D i v e s t u r e A n n o u n c e d A c c e l e r a t i o n o f R e m a i n i n g $ 1 B P r o g r a m t o 2 0 2 1 T O B E C O M M U N I C A T E D I N F Y 2 0 2 2 L i n e n , C T S & D i s t r i b u t i o n C e n t e r D i v e s t i t u r e C P W M D i v e s t i t u r e $ 6 0 0 M c a s h i n - f l o w f r o m d i v e s t i t u r e s N o t e : A l l d o l l a r v a l u e s o f s h a r e r e p u r c h a s e s r e f l e c t o p e n m a r k e t r e p u r c h a s e s m o r e t h a n $ 7 0 0 M r e p u r c h a s e d t h r o u g h Q 3 ’ 2 1 Q U A R T E R L Y F Y
3 0 P r o g r a m - T o - D a t e : 3 1 M o r 2 4 % r e d u c t i o n i n s h a r e c o u n t t o e n h a n c e s h a r e h o l d e r v a l u e t h r o u g h s h a r e r e p u r c h a s e s
3 1 ▪ P e o p l e : I n r e c o g n i t i o n o f W o r l d M e n t a l H e a l t h D a y , c l o s e d c o r p o r a t e o f f i c e a n d p r o v i d e d s t o r e a s s o c i a t e s w i t h a d d i t i o n a l h o l i d a y t o p r o m o t e m o r e b a l a n c e a n d w e l l - b e i n g d u r i n g t h e s e e x t r a o r d i n a r y t i m e s ▪ C o m m u n i t y : B B B Y ’ s s t r o n g e r , t o g e t h e r r e l i e f f u n d , c r e a t e d t o p r o v i d e s u p p o r t f o r o u r a s s o c i a t e - b y o u r a s s o c i a t e s , l a u n c h e d a h o l i d a y g i v i n g d r i v e t h i s s e a s o n w i t h a n i n c r e a s e i n c o r p o r a t e m a t c h f r o m 5 0 % t o 1 0 0 % f o r a l l a s s o c i a t e d o n a t i o n s
3 2 ▪ ▪ ▪ ▪ ▪
3 3
3 4 • T h e f o l l o w i n g t a b l e s h o w s a q u a r t e r l y s u m m a r y o f t h e C o m p a n y ’ s f i s c a l 2 0 1 9 a n d 2 0 2 0 n e t s a l e s o n b o t h a R e p o r t e d G A A P b a s i s a n d o n a C o r e G o - F o r w a r d b a s i s , w h i c h e x c l u d e s s a l e s f r o m d i v e s t e d b a n n e r s . • T h e C o m p a n y i s p r o v i d i n g t h i s a d d i t i o n a l t r a n s p a r e n c y t o h e l p a n a l y s t s a n d i n v e s t o r s g a i n f u r t h e r p e r s p e c t i v e o n t h e C o m p a n y ’ s r e c e n t p o r t f o l i o t r a n s f o r m a t i o n a n d t h e q u a r t e r l y c o m p a r i s o n s o f t h e C o r e G o - F o r w a r d b a n n e r s , w h i c h i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t . N o t e : n u m b e r s m a y n o t a d d d u e t o r o u n d i n g R e p o r t e d $ 2 , 5 7 3 $ 2 , 7 1 9 $ 2 , 7 5 9 $ 3 , 1 0 7 $ 1 1 , 1 5 9 $ 1 , 3 0 7 $ 2 , 6 8 8 $ 2 , 6 1 8 $ 2 , 6 1 9 $ 9 , 2 3 3 C o r e $ 2 , 0 8 0 $ 2 , 2 6 3 $ 2 , 1 9 1 $ 2 , 4 7 1 $ 9 , 0 0 6 $ 1 , 1 2 8 $ 2 , 2 3 9 $ 2 , 1 8 6 $ 2 , 3 9 0 $ 7 , 9 4 3
3 5 1 C o m p a r a b l e S a l e s r e f l e c t s t h e y e a r - o v e r - y e a r c h a n g e i n s a l e s f r o m t h e C o m p a n y ' s r e t a i l c h a n n e l s , i n c l u d i n g s t o r e s a n d d i g i t a l , t h a t h a v e b e e n o p e r a t i n g f o r t w e l v e f u l l m o n t h s f o l l o w i n g t h e o p e n i n g p e r i o d ( t y p i c a l l y s i x t o e i g h t w e e k s ) . C o m p a r a b l e S a l e s e x c l u d e s t h e i m p a c t o f t h e C o m p a n y ' s s t o r e n e t w o r k o p t i m i z a t i o n p r o g r a m . 2 A d j u s t e d i t e m s r e f e r t o c o m p a r a b l e s a l e s a s w e l l a s f i n a n c i a l m e a s u r e s t h a t a r e d e r i v e d f r o m m e a s u r e s c a l c u l a t e d i n a c c o r d a n c e w i t h G A A P , w h i c h h a v e b e e n a d j u s t e d t o e x c l u d e c e r t a i n i t e m s . A d j u s t e d G r o s s M a r g i n , A d j u s t e d S G & A , A d j u s t e d E B I T D A , A d j u s t e d E B I T D A M a r g i n , a n d A d j u s t e d E P S - D i l u t e d a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r m o r e i n f o r m a t i o n a b o u t n o n - G A A P f i n a n c i a l m e a s u r e s , s e e “ N o n - G A A P I n f o r m a t i o n ” b e l o w . 3 T o t a l L i q u i d i t y i n c l u d e s c a s h & i n v e s t m e n t s a n d a v a i l a b i l i t y u n d e r t h e C o m p a n y ’ s a s s e t - b a s e d r e v o l v i n g c r e d i t f a c i l i t y . T h i s p r e s e n t a t i o n c o n t a i n s c e r t a i n n o n - G A A P i n f o r m a t i o n , i n c l u d i n g a d j u s t e d e a r n i n g s b e f o r e i n t e r e s t , i n c o m e t a x e s , d e p r e c i a t i o n a n d a m o r t i z a t i o n ( " E B I T D A " ) , a d j u s t e d E B I T D A m a r g i n , a d j u s t e d g r o s s m a r g i n , a d j u s t e d S G & A , a d j u s t e d n e t e a r n i n g s p e r d i l u t e d s h a r e , a n d f r e e c a s h f l o w . N o n - G A A P i n f o r m a t i o n i s i n t e n d e d t o p r o v i d e v i s i b i l i t y i n t o t h e C o m p a n y ’ s c o r e o p e r a t i o n s a n d e x c l u d e s s p e c i a l i t e m s , i n c l u d i n g n o n - c a s h i m p a i r m e n t c h a r g e s r e l a t e d t o c e r t a i n
s t o r e - l e v e l a s s e t s a n d t r a d e n a m e s , l o s s o n s a l e o f b u s i n e s s e s , l o s s o n t h e e x t i n g u i s h m e n t o f d e b t , c h a r g e s r e c o r d e d i n c o n n e c t i o n w i t h t h e r e s t r u c t u r i n g a n d t r a n s f o r m a t i o n i n i t i a t i v e s , w h i c h i n c l u d e s a c c e l e r a t e d m a r k d o w n s a n d i n v e n t o r y r e s e r v e s r e l a t e d t o t h e p l a n n e d a s s o r t m e n t t r a n s i t i o n t o O w n e d B r a n d s a n d c o s t s a s s o c i a t e d w i t h s t o r e c l o s u r e s r e l a t e d t o t h e C o m p a n y ' s f l e e t o p t i m i z a t i o n a n d t h e i n c o m e t a x i m p a c t o f t h e s e i t e m s . T h e C o m p a n y ’ s d e f i n i t i o n a n d c a l c u l a t i o n o f n o n - G A A P m e a s u r e s m a y d i f f e r f r o m t h a t o f o t h e r c o m p a n i e s . N o n - G A A P f i n a n c i a l m e a s u r e s s h o u l d b e v i e w e d i n a d d i t i o n t o , a n d n o t a s a n a l t e r n a t i v e f o r , t h e C o m p a n y ’ s r e p o r t e d G A A P f i n a n c i a l r e s u l t s . F o r a r e c o n c i l i a t i o n t o t h e m o s t d i r e c t l y c o m p a r a b l e U S G A A P m e a s u r e s a n d c e r t a i n i n f o r m a t i o n r e l a t i n g t o t h e C o m p a n y ’ s u s e o f N o n - G A A P f i n a n c i a l m e a s u r e s , s e e “ N o n - G A A P F i n a n c i a l M e a s u r e s ” b e l o w .
3 6
3 7
3 8
EXHIBIT 8
SC 13D 1 sc13d13351002_03072022.htm SCHEDULE 13D
Case 1:22-cv-02541-TNM Document
UNITED117-2
STATESFiled 05/17/24 Page 177 of 316
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Bed Bath & Beyond Inc.

(Name of Issuer)
Common Stock, $0.01 par value per share

(Title of Class of Securities)
075896100
(CUSIP Number)
RYAN NEBEL
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 2022

(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1 NAME OF REPORTING PERSON
RC VENTURES LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR ☐
2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 9,450,100
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,450,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,450,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14 TYPE OF REPORTING PERSON
OO
RYAN COHEN
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
2(e)
CANADA
SHARES
EACH
REPORTING -0-
9,450,100
-0-
9,450,100
9.8%
IN
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of Bed Bath & Beyond Inc., a New York corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 650 Liberty Avenue, Union, New Jersey 07083.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) RC Ventures LLC, a Delaware limited liability company (“RC Ventures”), with respect to the Shares directly and
beneficially owned by it; and
(ii) Ryan Cohen, as the Manager of RC Ventures.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is
party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of RC Ventures and Mr. Cohen is P.O. Box 25250, PMB 30427, Miami, Florida 33102-
5250.
(c) The principal business of RC Ventures is to hold investments. Mr. Cohen’s principal occupation is investing and entrepreneurial
efforts, including by serving as the Manager of RC Ventures. Mr. Cohen also serves as the Chairman of the board of directors of GameStop Corp., which
offers games, entertainment products and technology through its e-commerce properties and stores.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Cohen is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares beneficially owned by RC Ventures were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 7,780,000 Shares directly owned by RC Ventures is
approximately $119,376,296, excluding brokerage commissions. The aggregate purchase price of the call options exercisable into 1,670,100 Shares owned
directly by RC Ventures is approximately $1,785,263, excluding brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or
decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions including
through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons intend to engage in communications with the Issuer’s Board of Directors (the “Board”) and management team
regarding opportunities to enhance shareholder value and improve corporate governance.
On March 6, 2022, the Reporting Persons delivered a letter to the Board (the “Letter”) encouraging the Board to adjust the Issuer’s strategy
and explore alternative paths to value creation. Specifically, the Reporting Persons expressed their belief that the Issuer should narrow its focus to fortify
operations and maintain the right inventory mix to meet demand, while simultaneously exploring strategic alternatives that include separating buybuy Baby,
Inc. and a full sale of the Issuer. The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions
discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and to communicate with the Issuer’s
management, Board and other interested parties about a broad range of operational and strategic matters, and may discuss a potential sale of the Issuer or
certain of its businesses or assets, in which the Reporting Persons may participate, as a means of enhancing shareholder value. Depending on various factors
including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and
general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in
discussions with shareholders of the Issuer or third parties, including potential acquirers, service providers and financing sources, about the Issuer and the
Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure,
including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares,
selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention
with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 96,337,713 Shares outstanding as
of November 27, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2022.
As of the date hereof, RC Ventures directly beneficially owned 9,450,100 Shares, including 1,670,100 Shares underlying certain call
options, constituting approximately 9.8% of the Shares outstanding. Mr. Cohen, as the Manager of RC Ventures, may be deemed to beneficially own the
9,450,100 Shares directly beneficially owned by RC Ventures, constituting approximately 9.8% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b) By virtue of his position with RC Ventures, Mr. Cohen and RC Ventures may be deemed to have sole power to vote and dispose of
the Shares reported owned by RC Ventures.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of
such transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
RC Ventures has purchased exchange-listed American-style call options referencing an aggregate of 1,125,700 Shares, which have an
exercise price of $60.00 per Share and expire on January 20, 2023. RC Ventures has purchased exchange-listed American-style call options referencing an
aggregate of 44,400 Shares, which have an exercise price of $75.00 per Share and expire on January 20, 2023. RC Ventures has purchased exchange-listed
American-style call options referencing an aggregate of 500,000 Shares, which have an exercise price of $80.00 per Share and expire on January 20, 2023.
On March 7, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on
behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing
Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
99.1 Letter to the Board, dated March 6, 2022.
99.2 Joint Filing Agreement by and between RC Ventures LLC and Ryan Cohen, dated March 7, 2022.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 7, 2022
RC Ventures LLC
By: /s/ Ryan Cohen

Name: Ryan Cohen
Title: Manager
/s/ Ryan Cohen

Ryan Cohen
SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
Amount of Securities Date of

Nature of Transaction Purchased Price per Share ($) Purchase
RC VENTURES LLC
Purchase of Common Stock 1,000,000 14.7690 01/13/2022

Purchase of Common Stock 500,000 15.2860 01/14/2022
Purchase of January 2023 Call 4,757 0.9324 02/28/2022
Option ($60 Exercise Price)*
Purchase of January 2023 Call 243 0.7603 02/28/2022
*
Exchange-listed American-style call options with expiration date of January 20, 2023.
EXHIBIT 9
10/23/23, 8:42 AM Case 1:22-cv-02541-TNM Document 117-2 Filed 05/17/24 Page 186 of 316
sec.gov/Archives/edgar/data/886158/000119380522000426/ex991to13d13351002_03072022.htm
EX-99.1 2 ex991to13d13351002_03072022.htm LETTER TO BOARD
RC Ventures LLC
March 6, 2022

650 Liberty Avenue
Union, New Jersey 07083
Attn: Board of Directors
Dear Members of the Board,
I write to you in my capacity as the Manager of RC Ventures LLC (together with its affiliates, “RC Ventures” or “we”), which is a top
five shareholder of Bed Bath & Beyond, Inc. (“Bed Bath” or the “Company”) with beneficial ownership of approximately 9.8% of the
Company’s outstanding shares.
We have carefully assessed Bed Bath’s assets, balance sheet, corporate governance, executive compensation, existing strategy and
potential alternatives. While we like Bed Bath’s brand and capital allocation policy, we have concerns about leadership’s compensation
relative to performance and its strategy for reigniting meaningful growth. Approximately 18 months after releasing a 170-page cover-
the-waterfront plan, the Company is struggling to reverse sustained market share losses, stem years-long share price declines and
navigate supply chain volatility. Meanwhile, the Company’s named executive officers were collectively awarded nearly $36 million in
compensation last fiscal year – a seemingly outsized sum for a retailer with a nearly $1.6 billion market capitalization.1
It is important to stress that we do not place significant emphasis on any one quarter or any one year when evaluating a business. We
also do not criticize a board of directors and management team when they are quietly laying a foundation for future growth and value
creation. To the contrary, we are maniacally focused on the long-term. But the issue at Bed Bath is that its highly-publicized and
scattershot strategy is not ending the tailspin that has persisted before, during and after the pandemic’s nadir and the appointment of
Chief Executive Officer Mark Tritton. As evidence, we point to the Company’s disappointing shareholder returns and perpetual
underperformance across every relevant time horizon:2
TOTAL SHAREHOLDER RETURNS

1-YEAR 3-YEAR 5-YEAR 10-YEAR CEO TENURE
(“TSR”)
Bed Bath -43.55% 10.67% -54.01% -69.32% 20.57%
S&P 500 16.47% 63.10% 98.81% 284.91% 46.11%
S&P Retail Select Industry Index -2.17% 77.53% 93.81% 197.68% 79.05%
3 19.70% 60.90% 98.22% 217.76% 71.88%
Bed Bath’s Selected Peer Group
Almost two-and-a-half years into Mr. Tritton’s tenure, Bed Bath has underperformed the S&P Retail Select Industry Index by more
than 58% on an absolute basis and is looking at an approximately 29% decline in full-year sales from pre-pandemic levels.4 In the most
recent quarter, core sales dropped by 14% year-over-year and same-store sales dropped by 7% year-over-year.5 These results cannot be
solely blamed on the pandemic when other retailers are nearing or exceeding 2019 sales levels. That is why we feel compelled to
scrutinize the viability of the Company’s extremely ambitious and widely-touted strategy.
_____________________________
1
Company proxy statement for 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”).
2
TSR data, which was obtained via Bloomberg and includes reinvested dividends, runs through the close of trading on Friday, March 4, 2022.
3
Peers include AAP, AZO, BIG, BURL, DKS, DDS, DG, DLTR, FL, GPS, KSS, BBWI, M, JWN, ODP, ORLY, ROST, TSCO, ULTA, W and WSM, but does not
include MIK because it went private in 2021.
4
The Company has guided approximately $7.9 billion in Fiscal Year 2021 sales and produced $11.159 billion of net sales in Fiscal Year 2019.
5
Company press release disclosing financial results for the Third Quarter of Fiscal Year 2021, issued on January 6, 2022.
https://www.sec.gov/Archives/edgar/data/886158/000119380522000426/ex991to13d13351002_03072022.htm 1/4
RC Ventures LLC
In light of these circumstances, we hope you are open to adjusting Bed Bath’s strategy and exploring alternative paths to value
creation. We cannot imagine Bed Bath’s Board of Directors (the “Board”) is wedded to its current strategy when the independent
members have made very few open market purchases and appear to hold less than 0.5% of the Company’s shares in the aggregate
(most of which has been granted at shareholders’ expense).6 Similarly, we do not see how Mr. Tritton is in a position to dismiss our
input when shareholders have compensated him to the tune of approximately $27 million over the past two fiscal years – a number that
exceeds what was paid to the chief executives of much larger retailers such as Advanced Auto Parts (~$13 billion market
capitalization), Dollar Tree (~$33 billion market capitalization), Kohl's (~$8 billion market capitalization) and Macy's (~$7.5 billion
market capitalization).7 Though we understand the pandemic was a major challenge, Mr. Tritton should recognize that chief executives
who are awarded outsized compensation and seek frequent publicity also invite much higher expectations when it comes to growth and
shareholder value creation.
At bottom, cracks have emerged in Bed Bath’s overly ambitious strategy. Leadership should assess whether a shrinking small-cap
retailer with a modest cash position and nearly $1.2 billion in debt can afford to roll the dice. We believe Bed Bath needs to narrow
its focus to fortify operations and maintain the right inventory mix to meet demand, while simultaneously exploring strategic
alternatives that include separating buybuy Baby, Inc. (“BABY”) and a full sale of the Company.
Our suggestions are as follows:
1. Bring Greater Focus to the Company’s Cumbersome Strategy – From our vantage point, Bed Bath’s strategy looks far better
in a PowerPoint deck than it does in practice. It is full of "principles" and "pillars" that high-priced management consultants
probably thought would placate information-hungry analysts and satisfy shareholders. However, we – and apparently a large
portion of the market based on Bed Bath’s short interest – doubt the Company can simultaneously buy back shares, cut expenses,
invest in its infrastructure and growth, launch new offerings and meet customer demand for core goods. This plan, at least in its
present form, does not seem viable.
Our own experience taking Chewy from a start-up to the ultimate destination for pets leads us to believe that focusing on a core
set of objectives drives superior outcomes. In the case of Bed Bath, it appears that trying to execute on dozens of initiatives at
once is leading to dozens of mediocre outcomes. We believe the Company would have been better served by front-loading the
modernization of its supply chain and technology stack before engaging in more fanciful pursuits. Similarly, we feel managing the
core product catalog and sustaining the right inventory mix for customers amidst the supply-constrained environment should have
been fully prioritized over meeting management’s October 2020 pledge to launch various private label brands in 18 months. We
suspect Bed Bath will benefit more at this stage by bringing simplicity to its plan: finish fortifying the infrastructure, make
remaining store fleet improvements, and prioritize core assortment and inventory fixes to meet near-term demand.
_____________________________
6
Company proxy statement for 2021 Annual Meeting and Form 4 filings.
7
Company proxy statement for 2021 Annual Meeting.
RC Ventures LLC
We also believe management made an avoidable mistake in Fiscal Year 2021 by giving into Wall Street’s short-term information
desires and providing guidance. The Company faced the pandemic, an unprecedented supply chain environment and its own
turnaround. Leadership ultimately set itself up for failure and recently had to materially revise guidance, which we believe it
should have never issued in the first place:8
Metric Prior Fiscal Year 2021 Guidance Revised Fiscal Year 2021 Guidance
Sales $8.1 Billion to $8.3 Billion Approximately $7.9 Billion
Same-Store Sales Low Double-Digits High Single-Digits
Adjusted SG&A Approximately 32% Approximately 34%
Adjusted EBITDA $425 Million to $465 Million $290 Million to $310 Million
In light of our long-term focus, we are not an investor that demands guidance. In fact, we appreciate that Apple, one of our long-
term holdings, suspended guidance amidst pandemic-related uncertainty and has never given away a detailed strategy for all of its
competitors to see. We dislike when a management team spends time accommodating Wall Street, engaging with television
pundits and telegraphing forecasts to the competition. We believe management’s time is best spent focusing on execution that
drives a better customer experience and tangible value creation.
2. Seek to Monetize the Ultimate Destination for Babies – Another path that can streamline Bed Bath’s strategy and unlock value
trapped within the Company’s underperforming shares is a sale or spin-off of the BABY banner. Given that BABY is estimated to
reach $1.5 billion in sales in Fiscal Year 2023 with a double-digit growth profile and at least 50% digital penetration, we believe it
is likely much more valuable than the Company’s entire market capitalization today.9 Assuming continued growth and low
double-digit margins, we estimate that BABY could be valued at a double-digit earnings multiple on a standalone basis. We
believe under the right circumstances, BABY could be valued on a revenue multiple, like other ecommerce-focused retailers, and
justify a valuation of several billion dollars.
In the event Bed Bath pursued a full or partial sale of BABY, it could position itself to pay off debt, put cash on the balance sheet
and continue reducing its share count, thereby creating significant value for shareholders. Spinning off shares of BABY would be
an even more efficient way to transfer value to shareholders. Notably, BABY’s high online penetration would likely ease
operational hurdles. We assume Bed Bath and BABY could still have a shared services agreement to maintain an omnichannel
experience for customers.
3. Evaluate a Full Sale to a Well-Capitalized Acquirer – The final path we want to raise for consideration is a full sale of Bed
Bath, in its current form, to one of the many well-capitalized financial sponsors with track records in the retail and consumer
sectors and the ability to pay a meaningful premium. The past 10 years have shown that Bed Bath faces a difficult existence in the
public market. The market is not giving the Company nearly enough credit for BABY’s value. A sale that can lock in a substantial
premium for shareholders and provide Bed Bath the flexibility of the private market could be an ideal outcome for customers,
employees and investors.
_____________________________
8
Page 14 of the Company’s Third Quarter Fiscal Year 2021 earnings presentation, which was released on January 6, 2022.
9
Page 121 of the Company’s Investor Day presentation, which was released on October 28, 2020.
RC Ventures LLC
We believe Bed Bath presently satisfies financial sponsors’ interest in specialty retailers with recognizable brands, niche assets and
sub-banners, and margin expansion opportunities. A private market participant with a long-term vision could unlock meaningful
value by running the core business for cash and initiating a public offering for BABY at the optimal time. After stripping out the
sizable costs of being a public company and setting a more focused strategy, we suspect Bed Bath’s core business — excluding
BABY — could generate attractive earnings.
4. Strengthen Leadership’s Alignment with Shareholders – We are supportive of corporate leaders receiving significant
compensation when they produce superior shareholder returns. But when it comes to Bed Bath, we contend there need to be
improvements to the Company’s executive compensation structure and a stronger ownership mentality in the boardroom. We
believe these improvements should be made regardless of the Company’s strategic direction.
Hopefully leadership acts with urgency to implement the aforementioned suggestions. Given that I am the Chairman of GameStop and
overseeing a systematic transformation, I am not in a position to join Bed Bath’s Board and personally drive the initiatives outlined in
this letter. This does not mean, however, that RC Ventures will not seek to hold the Board and management accountable if necessary.
Sincerely,
Ryan Cohen
Manager
RC Ventures LLC
###
EXHIBIT 10
EXHIBIT 11
02/24/2021, 10:26 p.m. ‐ David: Gamestop 120% with after market

02/24/2021, 10:26 p.m. ‐ David:
https://pub.webull.com/us/news‐html/4d4f04270c41443ba68clb07c9142558.html?theme=1&_v=1&color=1&hl=en&sp
=1&_v=1&theme=1&color=1&hl=en&theme=1
02/24/2021, 10:26 p.m. ‐ David: I think he’s right
02/24/2021, 10:27 p.m. ‐ David: It's gone nuts
02/24/2021, 10:27 p.m. ‐ David: In 12 months, everything will be carpeted at this rate
02/24/2021, 10:28 p.m. ‐ David: We must get cash out because cash is king when everything falls, the Barbelai Reddit
Robin Hood are going to get smashed up
02/24/2021, 10:29 p.m. ‐ David: It's an incredible opportunity to make a mega deal very quickly
EXHIBIT 12
01/29/2021, 09:43 a.m. ‐ David: “Pierre et Vacances opens discussions with its creditors”
https://fr.investing.com/news/stock‐market‐news/pierre‐et‐vacances‐ouvre‐des‐discussions‐avec‐ses‐
creanciers‐2000402
01/29/2021, 09:43 a.m. ‐ David: Your value, Bro
01/29/2021, 09:49 a.m. ‐ BO RUSSE NEW: yes, I saw
01/29/2021, 09:49 a.m. ‐ BO RUSSE NEW: it will dilute
01/29/2021, 10:19 a.m. ‐ BO RUSSE NEW: The spoke
01/29/2021, 10:19 a.m. ‐ BO RUSSE NEW: we had good timing
01/29/2021, 10:20 a.m. ‐ BO RUSSE NEW: shit, fuck GME in pre
01/29/2021, 10:22 a.m. ‐ David: Yeah...
01/29/2021, 10:22 a.m. ‐ David: Go next
01/29/2021, 10:22 a.m. ‐ David: Unib pays 100 of vol in 2 weeks we’ll see the file
01/29/2021, 10:23 a.m. ‐ David: The results will come
01/29/2021, 10:23 a.m. ‐ BO RUSSE NEW: Is the immigrant the one who said sell again?
01/29/2021, 10:23 a.m. ‐ BO RUSSE NEW: rather repurchase
01/29/2021, 10:23 a.m. ‐ David:
01/29/2021, 10:26 a.m. ‐ BO RUSSE NEW:
01/29/2021, 10:26 a.m. ‐ BO RUSSE NEW: it’s not a big deal. Next, as you say
01/29/2021, 10:27 a.m. ‐ David: You must not get stuck on a situation, keep moving forward always
EXHIBIT 13
05/19/2021, 07:12 a.m. - BO RUSSE NEW: About 21.8% of GameStop's free float and 18.3% of AMC's free float are
held in short positions, indicating there is still plenty of room for retail investors to hurt the short sellers, Ortex noted
05/19/2021, 07:12 a.m. - David: Like that, we have already cashed in and we have the double cushion
05/19/2021, 07:13 a.m. - David: If they start writing this...
05/19/2021, 07:13 a.m. - BO RUSSE NEW: it's huge, and it's true that we have to look at the % vs free float, not the
float
05/19/2021, 07:14 a.m. - BO RUSSE NEW: and the float is more and more controlled
05/19/2021, 07:14 a.m. - David: After that, it’s a day or two, a mega short squeeze, but we shouldn't miss it
05/19/2021, 07:14 a.m. - BO RUSSE NEW: not stupid.
05/19/2021, 07:15 a.m. - BO RUSSE NEW: I don't think I'll squeeze like last time. We are not in the same ratios
05/19/2021, 07:15 a.m. - BO RUSSE NEW: but on announcements it takes 30%, yes
05/19/2021, 07:16 a.m. - David: This is what happened in one week
05/19/2021, 07:18 a.m. - BO RUSSE NEW: yes. The free float is weak, so the vol is huge
05/19/2021, 07:18 a.m. - BO RUSSE NEW: plus with the short
05/19/2021, 07:21 a.m. - BO RUSSE NEW: it has to come out, free up the line.
05/19/2021, 07:21 a.m. - BO RUSSE NEW: and on squeezes, put further back on high strikes
05/19/2021, 07:21 a.m. - David: There is no choice, but I had to use it to take 7 in 3 months
05/19/2021, 07:21 a.m. - BO RUSSE NEW: of course The work was magnificent
05/19/2021, 07:21 a.m. - David: Logical, like the first time
05/19/2021, 07:22 a.m. - BO RUSSE NEW: but you have to know how to take your foot off the gas at times to come
back stronger later
05/19/2021, 07:23 a.m. - David: Yes, but that wasn't the initial vision, I was in a market decline in May, June, July...
05/19/2021, 07:24 a.m. - BO RUSSE NEW: this is what is happening and holds the line
05/19/2021, 07:24 a.m. - BO RUSSE NEW:
05/19/2021, 07:25 a.m. - BO RUSSE NEW: but the Fed won’t let the thing collapse.
05/19/2021, 07:27 a.m. - David: No, but the decline is good
05/19/2021, 07:28 a.m. - David: After that, you have to be careful because, with the number of options, you can see
the call sellers
05/19/2021, 07:29 a.m. - David: And when there are large packages that you have to repurchase, they know that you
are getting fucked and that the securities sold by your market maker must be repurchased
05/19/2021, 07:30 a.m. - David: As much as the volumes on the weekly are not obvious
05/19/2021, 07:31 a.m. - David: But Friday is the regular expiration, and there is a lot of volume in all directions...
05/19/2021, 07:42 a.m. - BO RUSSE NEW: yes, as well
05/19/2021, 07:46 a.m. - David: That's why it moved and the results on June 4 and AGM on the 9th
05/19/2021, 08:02 a.m. - BO RUSSE NEW: so as not to be with the expirations?
05/19/2021, 08:03 a.m. - David: It hasn't moved, it's gone up, there's a frenzy behind all that
05/19/2021, 08:03 a.m. - BO RUSSE NEW: logical
05/19/2021, 08:04 a.m. - BO RUSSE NEW: he will communicate like a bitch
05/19/2021, 08:06 a.m. - David: https://finance.yahoo.com/news/gamestop-gme-gains-market-dips-
214509974.html
05/19/2021, 08:06 a.m. - David: Especially the results, which are improving
05/19/2021, 08:07 a.m. - BO RUSSE NEW: of course
05/19/2021, 08:09 a.m. - BO RUSSE NEW: it had the best advertising in the world for free
05/19/2021, 08:10 a.m. - David: Be careful, it doesn't keep its levels. It's just a game between reddits and wall street,
we're at war
05/19/2021, 08:10 a.m. - David: Em, two two, it drops everything
05/19/2021, 08:10 a.m. - David: 4 5 6 7 points without flinching
05/19/2021, 08:11 a.m. - BO RUSSE NEW: logical
05/19/2021, 08:11 a.m. - BO RUSSE NEW: but it announces whatever it wants
05/19/2021, 08:11 a.m. - BO RUSSE NEW: it’s pineapple land
05/19/2021, 08:14 a.m. - David: Exact vs vs vs vs YOLO vs FOMO

05/19/2021, 08:14 a.m. - David: The horse we’re riding isn’t easy....
05/19/2021, 08:16 a.m. - BO RUSSE NEW:
05/19/2021, 08:16 a.m. - BO RUSSE NEW: that's exactly it
05/19/2021, 10:45 a.m. - BO RUSSE NEW: <Media omitted>
05/19/2021, 10:45 a.m. - BO RUSSE NEW: they are good, the Mormons
05/19/2021, 10:57 a.m. - David: That's 8 pieces now, so many

05/19/2021, 10:58 a.m. - David: You would see Father Breton trading at the church of St Fer
05/19/2021, 10:58 a.m. - BO RUSSE NEW: not bad for the fuddy-duddies
05/19/2021, 10:58 a.m. - David:

05/19/2021, 10:58 a.m. - BO RUSSE NEW: ahahahahah
05/19/2021, 12:43 p.m. - BO RUSSE NEW: we're going to Paris from June 17 to July 11 after all. The baptism of Gab
on the 10th…
05/19/2021, 12:43 p.m. - BO RUSSE NEW: I found 1700 of yours in a drawer. Should I take it or leave it?
05/19/2021, 12:49 p.m. - David: Take them
05/19/2021, 12:49 p.m. - David:

05/19/2021, 12:49 p.m. - David: Good
05/19/2021, 2:35 p.m. - BO RUSSE NEW: Purpose Ether ETF, Cl Galaxy Ethereum ETF Ͷ Evolve Ether ETH
05/19/2021, 2:36 p.m. - BO RUSSE NEW: the 3 on ether
05/19/2021, 4:04 p.m. - BO RUSSE NEW: shit, it wasn't that bad, the coinbase call sales
05/19/2021, 4:49 p.m. - David: gme, too
EXHIBIT 14
04/26/2021, 9:58 p.m. - BO RUSSE NEW: Microvision (MVIS) is at $26.6700 (+48.41%)
http://www.investing.com/equities/microvision?utm_source=investing_app&utm_medium=share_link&ut
m_campaign=share_instrument
04/26/2021, 9:59 p.m. - BO RUSSE NEW: Bro do the same, what the hell is this company. sell volume. look at
the call sale see that is possible
04/26/2021, 9:59 p.m. - BO RUSSE NEW: it’s also going to be great
04/26/2021, 10:03 p.m. - BO RUSSE NEW: they’re only offering 35 on May 21
04/26/2021, 10:06 p.m. - David: I’ll check it out after the Tesla results
04/26/2021, 10:13 p.m. - BO RUSSE NEW: not great. the EPSs have been rigged like bitches
04/26/2021, 10:19 p.m. - BO RUSSE NEW: luckily they have bitcoin. for a car manufacturer that is not a lot
04/26/2021, 10:49 p.m. - David: Minus 3 so minus 6 and finishes on the up tomorrow
04/26/2021, 10:50 p.m. - David: Gme plus 8 in after…
04/26/2021, 10:50 p.m. - David: And perhaps zero tomorrow at start-up….
04/26/2021, 10:57 p.m. - David: Everything that would be right rolls anyway and goes the distance
04/26/2021, 10:57 p.m. - David: I’m also going to monitor the short position
04/26/2021, 11:03 p.m. - David: https://finance.yahoo.com/news/gamestop-completes-market-equity-
offering-203900459.html
04/26/2021, 11:03 p.m. - David: Here is how and why…
04/26/2021, 11:04 p.m. - David: They raise only 551 bars and have repaid 220 in debt....so it pays for the
hole of the annual loss
04/27/2021, 01:02 a.m. - David: https://www.marketwatch.com/story/gamestops-latest-big-day-picks-up-
steam-after-hours-with-551-million-stock-offering-11619474789?siteid=yhoof2&yptr=yahoo
04/27/2021, 01:03 a.m. - David: https://www.marketwatch.com/story/get-ready-for-178-billion-of-selling-
ahead-of-the-capital-gains-tax-hike-these-are-the-stocks-most-at-risk-11619174251
04/27/2021, 01:03 a.m. - David: But watch out for this as well
04/27/2021, 01:04 a.m. - David: I missed that AK was bad but the rinok will be pricey
04/27/2021, 07:17 a.m. - David: Cohen, whose RC Ventures owns nearly 13% of GameStop, is leading the
company's transformation into an e-commerce firm that can compete with big retailers such as Walmart Inc
WMT.N, as well as technology companies like Microsoft Corp MSFT.O and Sony Corp 6758.T
04/27/2021, 07:18 a.m. - David: GME becomes Wallmart Microsoft and Sony at the same time what
rubbish....
04/27/2021, 07:21 a.m. - BO RUSSE NEW:

04/27/2021, 07:23 a.m. - David: That is the point today!!!!!
04/27/2021, 07:24 a.m. - David: If we have lowered the short level by AK then ail good it will refuel back
quickly
04/27/2021, 07:25 a.m. - BO RUSSE NEW: yes. 500 is not bad. on the green like yesterday. good looking
none the less
04/27/2021, 07:25 a.m. - BO RUSSE NEW: we have to get them up. it’s crazy
04/27/2021, 07:25 a.m. - David: It was already done on Friday
04/27/2021, 07:26 a.m. - David: Yesterday was the salute to the success of the operation
04/27/2021, 07:26 a.m. - David: And after market publication of the success
04/27/2021, 07:27 a.m. - David: He has a good reputation with Chewy and communicates every day every
day
04/27/2021, 07:32 a.m. - BO RUSSE NEW: yes that’s it
04/27/2021, 07:32 a.m. - BO RUSSE NEW: it's a financial feat all the same
04/27/2021, 07:33 a.m. - BO RUSSE NEW: when I see jp who had a 30B company in his hands
04/27/2021, 07:35 a.m. - BO RUSSE NEW: yes brutal…

04/27/2021, 07:37 a.m. - David: Jp is going to go up in the range and is European for now
04/27/2021, 07:38 a.m. - David: It will start at 200 and fall back just as fast
04/27/2021, 07:38 a.m. - David: What's cool is that it gives volume a boost
04/27/2021, 07:39 a.m. - David: So we can continue working on the file
04/27/2021, 07:42 a.m. - David: The last time capital-gains taxes were hiked, in 2013, the wealthiest
households sold 1% of their equity assets, the Goldman analysts found. According to the Federal Reserve's
distributional financial account data, the top 1% held $17.79 trillion of equities and mutual funds in the fourth
quarter of 2020 — so a 1% selling of stocks this time would be $178 billion. (The most recent Internai Revenue
Service breakdown, from 2018, found that millionaires accounted for just over 500,000 filers, or about 0.4%
of the total
04/27/2021, 07:43 a.m. - David: If we were talking about 2 or 3% we could already see the amounts on the
stock market
04/27/2021, 07:46 a.m. - BO RUSSE NEW: yes exactly
04/27/2021, 07:48 a.m. - BO RUSSE NEW: the redit stocks yesterday

04/27/2021, 07:48 a.m. - BO RUSSE NEW: ocugen
04/27/2021, 07:48 a.m. - BO RUSSE NEW: bionano
04/27/2021, 07:48 a.m. - BO RUSSE NEW: microvision
04/27/2021, 07:49 a.m. - BO RUSSE NEW: there's a way to sell volume to death
04/27/2021, 07:49 a.m. - BO RUSSE NEW: it’s been -30 as soon as there is a red day
04/27/2021, 07:51 a.m. - BO RUSSE NEW: crazy all of biopharma has sent so much. JP it’s time to place some
calls if you want
04/27/2021, 07:51 a.m. - BO RUSSE NEW: on the 23 24 it’s really low
04/27/2021, 07:52 a.m. - BO RUSSE NEW: after that…a bit of an FDA delay and it is at 17
04/27/2021, 07:52 a.m. - BO RUSSE NEW: you never know
04/27/2021, 07:53 a.m. - David: Let’s wait for the rinok
04/27/2021, 07:58 a.m. - BO RUSSE NEW: yes
04/27/2021, 2:11 p.m. - David: https://www.cnbc.com/2021/04/27/telsey-keeps-30-target-on-gamestop-
says-we-still-dont-know-what-the-companys-plan-is.html
04/27/2021, 2:11 p.m. - BO RUSSE NEW: yes we know it’s a piece of crap
04/27/2021, 3:54 p.m. - BO RUSSE NEW: it’s fine it’s selling
04/27/2021, 3:54 p.m. - BO RUSSE NEW: microvision is getting smashed
04/27/2021, 3:54 p.m. - David: Of course no stress
04/27/2021, 3:55 p.m. - BO RUSSE NEW: those are shit companies
04/27/2021, 3:55 p.m. - BO RUSSE NEW: pumped by the barbelay
04/27/2021, 3:56 p.m. - David: Yes and it gets taken apart directly
04/27/2021, 3:56 p.m. - BO RUSSE NEW: yes.
04/27/2021, 3:56 p.m. - David: You have to hold on tight
04/27/2021, 3:57 p.m. - BO RUSSE NEW: it was worth 0.2
04/27/2021, 3:57 p.m. - BO RUSSE NEW: it is now worth 25

04/27/2021, 3:57 p.m. - BO RUSSE NEW: fucking nuts
04/27/2021, 3:57 p.m. - BO RUSSE NEW: x100 in 3 months can you believe it
04/27/2021, 3:59 p.m. - BO RUSSE NEW: GME is not such a big piece of shit
04/27/2021, 3:59 p.m. - BO RUSSE NEW: 0 debts
04/27/2021, 4:00 p.m. - BO RUSSE NEW: crazy cash now
04/27/2021, 4:00 p.m. - BO RUSSE NEW: it’s putting 2.5B in assets

04/27/2021, 4:00 p.m. - BO RUSSE NEW: I don’t think Cohen is actually that crazy. if it was worth 30 he
wouldn’t have been taking care of it
04/27/2021, 4:01 p.m. - BO RUSSE NEW: 175 is tight I find Jefferies
04/27/2021, 4:01 p.m. - BO RUSSE NEW: A CA
04/27/2021, 4:02 p.m. - BO RUSSE NEW: an a brand name now which is nuts
04/27/2021, 4:22 p.m. - BO RUSSE NEW: Tesla (NASDAQ:TSLA) reported record profits, which were, however,
entirely due to sales of emissions credits and speculative gains on Bitcoin.
04/27/2021, 4:22 p.m. - BO RUSSE NEW: I love this business
04/27/2021, 4:23 p.m. - BO RUSSE NEW:

04/27/2021, 4:23 p.m. - David: The sorrow
04/27/2021, 4:24 p.m. - BO RUSSE NEW:

04/27/2021, 9:56 p.m. - David: It is super cool
04/27/2021, 9:57 p.m. - David: The premiums are falling because the volume and time is dropping today
and the strikes are good
04/27/2021, 9:58 p.m. - BO RUSSE NEW: yes madness
04/27/2021, 9:58 p.m. - BO RUSSE NEW: The spoke is getting a bit of color back
04/27/2021, 9:58 p.m. - David: Slightly at 13.43 it was better
04/27/2021, 9:58 p.m. - BO RUSSE NEW: it’s the same thing at Cheewy it’s going to communicate to donf
04/27/2021, 9:59 p.m. - David: And it doesn't hold the 180, so it's very good for the 200 to 230
04/27/2021, 9:59 p.m. - David: Yes but the com was pretty forced
04/27/2021, 9:59 p.m. - BO RUSSE NEW: yes exactly it’s clean
04/27/2021, 9:59 p.m. - David: The guys who bought it are expecting something shitty
04/27/2021, 9:59 p.m. - David: All good
04/27/2021, 10:00 p.m. - BO RUSSE NEW: yes for me it’s good in this range
04/27/2021, 10:00 p.m. - David: Ok so great should go ahead with that
04/27/2021, 10:00 p.m. - David: Take advantage of price increases get back at it
04/27/2021, 10:00 p.m. - BO RUSSE NEW: knowing that Cohen is a fucking great marketer
04/27/2021, 10:01 p.m. - BO RUSSE NEW: have to keep some security
04/27/2021, 10:01 p.m. - BO RUSSE NEW: but he might try something on cryptos or something else
04/27/2021, 10:01 p.m. - BO RUSSE NEW: a game of poker like Musk
04/27/2021, 10:01 p.m. - David: Yes but the market and com nice but at some point when you want to close
the stores you’re spending
04/27/2021, 10:01 p.m. - BO RUSSE NEW: which saved its price thanks to that
04/27/2021, 10:02 p.m. - David: Always possible but watch out, the guys are completely messed up
04/27/2021, 10:02 p.m. - David: Walmart Microsoft and sony....
04/27/2021, 10:02 p.m. - BO RUSSE NEW: completely but it's fun
04/27/2021, 10:02 p.m. - BO RUSSE NEW: it’s what the market wants to hear
04/27/2021, 10:02 p.m. - David: Until the next fund-raising round
04/27/2021, 10:03 p.m. - BO RUSSE NEW: as long as money comes out of every hole
04/27/2021, 10:03 p.m. - David: I’m going to check now how much Cohen and kitten subscribed
04/27/2021, 10:03 p.m. - David: And I'll pass it on if they haven't put anything down to say they're imposters
04/27/2021, 10:03 p.m. - BO RUSSE NEW: yes would need to know
04/27/2021, 10:03 p.m. - BO RUSSE NEW: but Cohen I’m thinking of put
04/27/2021, 10:04 p.m. - David: We've got a lot to play for because he didn't say anything unlike Car who
says such and such put
04/27/2021, 10:04 p.m. - BO RUSSE NEW: and Kitten is a timps
04/27/2021, 10:04 p.m. - David: I’m going to check

04/27/2021, 10:04 p.m. - David: But he's being monitored, and if you attack him
04/27/2021, 10:04 p.m. - David: They may feel betrayed…
04/27/2021, 10:04 p.m. - BO RUSSE NEW: by Cohen clearly
04/27/2021, 10:05 p.m. - David: You’ll get insulted but we’ll have fun
04/27/2021, 10:05 p.m. - BO RUSSE NEW: yes of course I’ll continue lambasting them
04/27/2021, 10:10 p.m. - BO RUSSE NEW: 0 volumes on the increases
The picture can't be displayed.
04/27/2021, 10:10 p.m. - BO RUSSE NEW: positive

04/27/2021, 11:19 p.m. - David: https://www.cnbc.com/2021/04/27/stocks-making-the-biggest-moves-
midday-tesla-crocs-ubs-more.html
04/27/2021, 11:20 p.m. - David: Look at the crocs since last March x10
04/28/2021, 05:30 a.m. - David: The stock doesn't care about the fundamentals, Dick said, adding that it
could go anywhere.
The "PreMarket Prep" co-host said he wouldn't be surprised if the stock went higher and wouldn't be
surprised if it went lower, he said.
GameStop Technical Analysis: $200 is a major resistance level for the stock, Dick said.
Co-host, Joel Elconin said the stock has traded in a range of $144.70 and $162.98 for nine days.
"Let's see if it wants to corne back into that range," Elconin said.
He agreed with Dick, saying that the $200 level looks like "major resistance."
GME Price Action: GameStop was up 6.71% at $180.27 at last check Tuesday.
04/28/2021, 05:31 a.m. - David: The resistance of 200 is very good in the short term it allows cash in big fast
is what we have 210 220 225 230
04/28/2021, 08:05 a.m. - BO RUSSE NEW: crazy. it is stronger than ever
04/28/2021, 08:07 a.m. - BO RUSSE NEW: that's it, no fundamentals, just a trade price that corresponds to
nothing, like bitcoin
04/28/2021, 08:07 a.m. - BO RUSSE NEW: and twits and reddit that make it go up and down
04/28/2021, 08:07 a.m. - David: https://finance.yahoo.com/video/gamestop-needs-something-really-
special-162955114.html
04/28/2021, 08:07 a.m. - BO RUSSE NEW: yes the only move is to use their cash to load cryptos
04/28/2021, 08:08 a.m. - BO RUSSE NEW: but at that price it’s risky
04/28/2021, 08:12 a.m. - BO RUSSE NEW: the Fed today, which will give a final boost as usual
04/28/2021, 08:16 a.m. - David: What cash??? Between the operating loss and debt repayment...
04/28/2021, 08:21 a.m. - BO RUSSE NEW: the debt has already been fully repaid by last week's bond issues
04/28/2021, 08:21 a.m. - BO RUSSE NEW: so the dilution is 100% cash
04/28/2021, 08:34 a.m. - David: No, debt repayment through debt issues????
The picture can't be displayed. The picture can't be displayed.
04/28/2021, 08:40 a.m. - David:

04/28/2021, 08:43 a.m. - BO RUSSE NEW: sorry the withdrawal of bonds
04/28/2021, 08:43 a.m. - BO RUSSE NEW: with the cash they had
04/28/2021, 08:43 a.m. - BO RUSSE NEW: https://www.fool.com/investing/2021/04/14/gamestop-looks-
to-become-debt-free-with-early-debt/
04/28/2021, 08:44 a.m. - David: Yes we are ok there is still 250 300 bar
04/28/2021, 08:44 a.m. - David: Unless you do x5, what do you do
04/28/2021, 08:44 a.m. - David: No purchas
04/28/2021, 08:44 a.m. - David: Es
04/28/2021, 08:45 a.m. - BO RUSSE NEW: and the dilution which makes it cash over-positive
04/28/2021, 08:45 a.m. - BO RUSSE NEW: on 500 try a x2 or 3 in crypto
04/28/2021, 08:45 a.m. - BO RUSSE NEW: that is all
04/28/2021, 08:45 a.m. - BO RUSSE NEW: or buy something that works at 1 or 2B
04/28/2021, 08:46 a.m. - BO RUSSE NEW: like Tesla. only positive point in this business is the bonus eco and
bitcoin trade
04/28/2021, 08:57 a.m. - David: There isn’t 500 you already have a 200 easy operating loss this year
04/28/2021, 09:02 a.m. - David: Charaat I’m going to borrow a bit

04/28/2021, 09:03 a.m. - David: Don’t worry on this case I’m the Diamond hands
04/28/2021, 09:04 a.m. - David: We have to stop dreaming like idiots and even if guys buy without limits the
shower will be even harder and colder
04/28/2021, 09:04 a.m. - David: At some point Cohen will have to cash in with kitten
04/28/2021, 09:09 a.m. - BO RUSSE NEW: yes clearly by keeping security for the barbelay volatility have to
keep borrowing in that
04/28/2021, 09:10 a.m. - BO RUSSE NEW: <Media omitted>
04/28/2021, 09:10 a.m. - BO RUSSE NEW: AMC is doing the same
04/28/2021, 09:10 a.m. - BO RUSSE NEW: you know that at these values it's your survival kit. take advantage
of it and take cash
04/28/2021, 09:11 a.m. - BO RUSSE NEW: yes well it's going to move big time with all the news
04/28/2021, 09:11 a.m. - BO RUSSE NEW: then it's not very liquid...
04/28/2021, 09:16 a.m. - David: I'm fed up with this because we're really not great in LTV
04/28/2021, 09:17 a.m. - David: Especially since guys are obliged to subscribe to keep their values
04/28/2021, 09:18 a.m. - David: “Will Musk talk about Dogecoin on TV on Saturday? The DOGE explodes at
the thought”
https://fr.investing.com/news/cryptocurrency-news/musk-vatil-evoquer-le-dogecoin-a-la-tv-samedi--le-
doge-explose-a-cette-idee-2016795
04/28/2021, 09:25 a.m. - David: <Media omitted>
04/28/2021, 09:25 a.m. - David: Here is the strategic plan to valuate 12 coins
04/28/2021, 09:30 a.m. - BO RUSSE NEW: see what they can do with the stores
04/28/2021, 09:31 a.m. - BO RUSSE NEW: it is the most important thing
04/28/2021, 09:31 a.m. - David: Right, but I don't think so, because many of them are mini stores without
sklad in shopping malls
04/28/2021, 09:32 a.m. - BO RUSSE NEW: yes it’s complicated
04/28/2021, 09:34 a.m. - David: The guys said it's not a best buy where you already have a sick offer and big
stores that make sklad and that you can modulate
04/28/2021, 09:35 a.m. - David: It's closures on closures....I think Cohen will be a financial success, but reddit
will suffer and so will the company
04/28/2021, 09:37 a.m. - BO RUSSE NEW: will have to see the conversion of stores. if he makes bitcoin stores
like mini crypto banks or a partnership with a big e com retailer to make click&collect points
04/28/2021, 09:38 a.m. - BO RUSSE NEW: There's going to be a constant flow of positive news, because that's
what he specializes in. talk talk and make people dream
04/28/2021, 09:38 a.m. - David: A big e com he would have bought the company or odp if he needed to
04/28/2021, 09:38 a.m. - David: Reality comes back with numbers.... and then it's shit for them I tell you
04/28/2021, 09:39 a.m. - BO RUSSE NEW: that's when the market fizzles out
04/28/2021, 09:40 a.m. - David: But already staying at this level is crazy
04/28/2021, 09:40 a.m. - BO RUSSE NEW: as long as the Fed gives away free money, everyone puts in their
minimum wage at robinhood
04/28/2021, 09:40 a.m. - BO RUSSE NEW: yes I’m waiting for its to burst every day. but it goes up every day
04/28/2021, 09:41 a.m. - BO RUSSE NEW: damn idi i can't find any bad news
04/28/2021, 09:41 a.m. - BO RUSSE NEW: there’s got to be something to report
04/28/2021, 09:41 a.m. - David: Wait a minute, I'm glad GME is back up, we're going to put it back on
04/28/2021, 09:42 a.m. - BO RUSSE NEW: 15% in one week
04/28/2021, 09:42 a.m. - David: But no, it's just in its little corner of Switzerland, not yet on the radar of
success
04/28/2021, 09:42 a.m. - BO RUSSE NEW: weird that it comes out so much
04/28/2021, 09:42 a.m. - BO RUSSE NEW: or is it JJ who's paying for it
04/28/2021, 09:43 a.m. - BO RUSSE NEW: or one of the bigs
04/28/2021, 09:43 a.m. - BO RUSSE NEW: he's at the bottom of the covid crisis
04/28/2021, 09:47 a.m. - David: They have nothing left
04/28/2021, 09:48 a.m. - David: In liquid securities
04/28/2021, 09:48 a.m. - David: No it wouldn’t be that…
04/28/2021, 09:48 a.m. - David: 15 points above
04/28/2021, 09:48 a.m. - BO RUSSE NEW: 15% in 5 days is already not bad
04/28/2021, 09:49 a.m. - David: 10 points This will make it possible to lay the big stuff for year end and
2023
04/28/2021, 09:49 a.m. - BO RUSSE NEW: yes that is what is necessary
04/28/2021, 09:49 a.m. - David: Don't get too excited when it goes off we'll be on the train and bigger than
ever
04/28/2021, 09:49 a.m. - BO RUSSE NEW: but understand first if there's not a ball in the pipe
04/28/2021, 09:50 a.m. - BO RUSSE NEW: because short term can play out
04/28/2021, 09:50 a.m. - BO RUSSE NEW: even if long term we keep the same objective
04/28/2021, 09:50 a.m. - David: For which it is possible to miss something and then if the rest is good
04/28/2021, 09:50 a.m. - BO RUSSE NEW: yes LT no problem
04/28/2021, 09:51 a.m. - David: And then what do you do, take out 50,000 stocks??
04/28/2021, 09:50 a.m. - BO RUSSE NEW: but on calls at year end we don't have too much security
04/28/2021, 09:51 a.m. - BO RUSSE NEW: no, but avoid putting calls before then
04/28/2021, 09:51 a.m. - David: We’ll see let’s take it step by step
04/28/2021, 09:51 a.m. - David: I’m not going to take out the stocks
04/28/2021, 09:52 a.m. - BO RUSSE NEW: no but we wanted to put back some call
04/28/2021, 10:06 a.m. - David: Yes
04/28/2021, 10:40 a.m. - BO RUSSE NEW: good pre open
04/28/2021, 11:40 a.m. - BO RUSSE NEW: the Fed is going to rebalance the stimulus
04/28/2021, 11:40 a.m. - BO RUSSE NEW: and 0 rates
04/28/2021, 11:40 a.m. - BO RUSSE NEW: do you think it'll give you another market boost?
04/28/2021, 12:16 p.m. - David: They can't. It's a recipe for inflation
04/28/2021, 12:16 p.m. - David: Too risky
04/28/2021, 1:04 p.m. - BO RUSSE NEW: and everything is off full power
04/28/2021, 1:04 p.m. - BO RUSSE NEW:

04/28/2021, 4:16 p.m. - BO RUSSE NEW: it gives some air
04/28/2021, 4:17 p.m. - BO RUSSE NEW:

04/28/2021, 4:18 p.m. - BO RUSSE NEW: <Media omitted>
04/28/2021, 4:18 p.m. - BO RUSSE NEW:

04/28/2021, 4:21 p.m. - David: I’m telling you all good
04/28/2021, 4:21 p.m. - David: In 3 days it will be going up
04/28/2021, 4:21 p.m. - David: It’s just the stonks that are jumping like rats
04/28/2021, 8:43 p.m. - BO RUSSE NEW: it's starting to make us sweat

04/28/2021, 8:47 p.m. - BO RUSSE NEW: the Fed keeps going. 0 rate for a while longer
04/28/2021, 8:47 p.m. - BO RUSSE NEW: inflation isn’t serious it’s temporary
04/28/2021, 8:47 p.m. - BO RUSSE NEW:

04/29/2021, 3:52 p.m. - David: Awesome GME
04/29/2021, 3:52 p.m. - BO RUSSE NEW: yes madness
04/29/2021, 3:52 p.m. - BO RUSSE NEW: it has to keep its jefferies price
04/29/2021, 3:52 p.m. - BO RUSSE NEW: the rynoks are not so great
04/29/2021, 3:57 p.m. - BO RUSSE NEW: microvision was a nice piece of crap too
04/29/2021, 3:57 p.m. - BO RUSSE NEW: much worse than gme
04/29/2021, 3:57 p.m. - BO RUSSE NEW:

04/29/2021, 4:00 p.m. - David: Of course but the vol is better at GME
04/29/2021, 4:00 p.m. - David: Because it had several carp jumps
04/29/2021, 4:00 p.m. - David: Not micro
04/29/2021, 4:01 p.m. - BO RUSSE NEW: yes
04/29/2021, 4:44 p.m. - David: Are you available???
04/29/2021, 4:45 p.m. - David: You got some bullshit figures on shorts, they're back down to 18.4, we were
at 20
04/30/2021, 06:04 a.m. - David: <Media omitted>
04/30/2021, 06:04 a.m. - David: Look at the bottom right of the photo to see who got involved in this shitty
The picture can't be displayed. The picture can't be displayed.
project
04/30/2021, 06:05 a.m. - David: It's okay that he has Apple and other junk
04/30/2021, 07:20 a.m. - BO RUSSE NEW: oh crazy. yes it was not his fort limmo in Dubai
04/30/2021, 1:19 p.m. - BO RUSSE NEW: not bad on Gme
04/30/2021, 1:20 p.m. - BO RUSSE NEW: microvision wasn’t bad either

04/30/2021, 1:20 p.m. - BO RUSSE NEW: loxure
04/30/2021, 4:37 p.m. - David: https://finance.yahoo.com/news/gamestop-gme-stock-sinks-market-
214509526.html
EXHIBIT 15
UNITED STATES
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported) March 24, 2022

New York 0-20214 11-2250488

(State or other jurisdiction of incorporation or (Commission
(IRS Employer Identification No.)
organization) File Number)

(Address of principal executive offices)(Zip Code)
(908) 688-0888
(Registrant’s telephone number, including area code)
Common stock, $0.01 par value BBBY The Nasdaq Stock Market LLC
Item 1.01 Entry into a Material Definitive Agreement.

On March 24, 2022, Bed Bath & Beyond Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with RC
Ventures LLC and Ryan Cohen (together, “RC Ventures”).
Pursuant to the Cooperation Agreement, the Company has agreed to increase the size of its board of directors (the “Board”) by three directors to a
total of 14 directors and appoint Marjorie L. Bowen, Shelly C. Lombard and Benjamin (Ben) Rosenzweig (the “New Directors”) as independent
members of the Board, each with a term expiring at the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”), anticipated to
be held in July 2022. The Company has further agreed that, effective at the 2022 Annual Meeting, the size of the Board will be reduced by three
directors to a total of 11 directors. The Board will nominate each of the New Directors (or their replacements appointed in accordance with the terms
of the Cooperation Agreement) for election as directors at the 2022 Annual Meeting. Additionally, the Company has agreed that, effective as of the
date hereof, Marjorie L. Bowen and Benjamin (Ben) Rosenzweig will join a four-member Strategy Committee of the Board (the “Strategy Committee”)
primarily focused on supporting the Board’s oversight and review of a strategic analysis of the Company’s buybuy BABY banner. Andrea Weiss
and Sue E. Gove, existing independent directors of the Company’s Board, will also serve on the Strategy Committee, and Ms. Gove will serve as its
Chair.
As part of the Cooperation Agreement, RC Ventures has agreed to customary standstill provisions, which provide that from the date of the
Cooperation Agreement until the earlier of (a) the date that is 30 calendar days prior to the deadline for the submission of director nominations by
shareholders for the Company’s 2023 Annual Meeting or (b) the date that is 120 calendar days prior to the first anniversary of the 2022 Annual
Meeting (such period, the “Standstill Period”), RC Ventures will not, among other things: (i) acquire beneficial ownership in, or aggregate economic
exposure to, directly or indirectly, more than 19.9% of the Company’s outstanding common stock; (ii) make any proposal for consideration by
shareholders at any annual or special meeting of shareholders of the Company; (iii) make any offer or proposal with respect to any extraordinary
transactions; or (iv) seek, alone or in concert with others, the appointment, election or removal of any directors in opposition to any
recommendation of the Board, in each case as further described in the Cooperation Agreement. As part of the Cooperation Agreement, the
Company has permitted RC Ventures to acquire, whether in a single transaction or multiple transactions from time to time, additional shares of the
Company’s common stock to the extent such acquisitions would result in RC Ventures having beneficial ownership of no more than 19.9% of the
outstanding shares.
RC Ventures has also agreed that, during the Standstill Period, it will, and will cause its affiliates and associates to, vote its shares of the Company’s
common stock at any meeting of the Company’s shareholders in favor of each director nominated and recommended by the Board for election at
any such meeting and, subject to certain exceptions, in support of other proposals as recommended by the Board.
Pursuant to the Cooperation Agreement, the New Directors will receive the same benefits and the same compensation as other non-management
directors on the Board.
A copy of the Cooperation Agreement is filed with this Form 8-K as Exhibit 10.1 and incorporated by reference herein. The foregoing description of
the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Pursuant to the Cooperation Agreement, effective as of March 24, 2022, the Board (a) voted to increase the size of the Board to 14 directors,
creating a total of three vacancies, and (b) appointed Marjorie L. Bowen, Shelly C. Lombard and Benjamin (Ben) Rosenzweig to fill the resulting
vacancies, with terms expiring at the 2022 Annual Meeting. In addition, along with existing directors Ms. Gove and Ms. Weiss, Ms. Bowen and Mr.
Rosenzweig were appointed to the Strategy Committee, effective as of the same date.
Other than as described in Item 1.01 of this Form 8-K and the Cooperation Agreement, there are no arrangements or understandings between any of
the New Directors or any other persons pursuant to which any of the New Directors were named a director of the Company. None of the New
Directors or their immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be
reported under Item 404(a) of Regulation S-K.
Item 1.01 of this Form 8-K is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
A copy of the joint press release of the Company and RC Ventures announcing the entry into the Cooperation Agreement is furnished with this
Form 8-K as Exhibit 99.1.
The information furnished herewith pursuant to this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Cooperation Agreement, dated as of March 24, 2022, by and among Bed Bath & Beyond Inc., RC Ventures LLC and Ryan
Cohen
99.1 Joint Press Release issued by Bed Bath & Beyond Inc. and RC Ventures LLC, dated as of March 25, 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

(Registrant)
Date: March 25, 2022 By: /s/ Gustavo Arnal
Gustavo Arnal
Exhibit 10.1
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”) is made and entered into as of March 24, 2022 by and among Bed Bath
& Beyond Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “RC
Ventures”) (each of the Company and RC Ventures, a “Party” to this Agreement, and collectively, the “Parties”).
RECITALS
WHEREAS, the Company and RC Ventures have engaged in various discussions and communications concerning the
Company’s business, financial performance and strategic plans;
WHEREAS, as of the date hereof, RC Ventures beneficially owns (as defined herein) Common Stock, $0.01 par value
per share, of the Company (the “Common Stock”) totaling, in the aggregate, 9,450,100 shares, or approximately 9.8% of the
Common Stock issued and outstanding on the date hereof;
WHEREAS, as of the date hereof, the Company and RC Ventures have determined to come to an agreement with respect
to the composition of the Company’s board of directors (the “Board”) and certain other matters, as provided in this Agreement;
and
WHEREAS, the Company believes that the best interests of the Company and its shareholders would be served at this
time by, among other things, coming to an agreement with respect to the matters covered in this Agreement and by the Company
and RC Ventures agreeing to the other covenants and obligations contained herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound hereby, agree as follows:
1. Board Appointments and Related Agreements.
(a) Board Appointments.
(i) In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), the
Company’s Amended and Restated By-Laws (the “By-Laws”) and applicable law, the Company agrees that, immediately
following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to:
(A) increase the size of the Board by three (3) directors to a total of fourteen (14) directors; and
(B) appoint Marjorie L. Bowen, Shelly C. Lombard and Benjamin Rosenzweig (each a “New Director”
and collectively, the “New Directors”) as members of the Board, each with a term expiring at the
Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”). Three (3) members of
the Board serving as of immediately prior to the execution of this Agreement, to be selected by the
Company, shall not stand for election to the Board at the 2022 Annual Meeting, and the size of the
Board shall be reduced by three (3) directors to a total of eleven (11) directors, effective upon
occurrence of the 2022 Annual Meeting. The Company agrees that, provided that such director is able
and willing to serve on the Board, it will nominate each of the New Directors for election at the 2022
Annual Meeting as a director and will recommend, support and solicit proxies for the election of each
New Director at the 2022 Annual Meeting in the same manner as it recommends, supports and solicits
proxies for the election of the Company’s other director nominees.
1
(ii) If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a
director and ceases to be a director, resigns as a director, is removed as a director or for any other reason fails to serve or is not
serving as a director at any time prior to the expiration of the Standstill Period (as defined below), and at such time RC Ventures’
Net Economic Ownership (as defined below) is at least the lesser of (x) 4.04% of the Company’s then-outstanding Common
Stock and (y) 3,900,000 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and
similar adjustments), RC Ventures shall have the ability to privately recommend a person to be a Replacement Director in
accordance with this Section 1(a)(ii) (any such replacement nominee, when appointed to the Board, shall be referred to as a
“Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be
unreasonably withheld) in accordance with the Nomination Guidelines (as defined below), (B) qualify as “independent” pursuant to
the NASDAQ Stock Market (“NASDAQ”) listing standards, (C) have a comparable amount of relevant financial and business
experience to the director of the Company being replaced, and (D) as a condition to his or her appointment, have provided the
Company with all information required pursuant to Section 1(e)(iv). The Nominating and Corporate Governance Committee of the
Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement
Director meets the foregoing criteria within ten (10) business days after (i) such nominee has submitted to the Company the
documentation required by Section 1(e)(iv) and (ii) representatives of the Board have conducted customary interview(s) (if
requested by the Board or the Nominating Committee) and background checks of such nominee. The Company shall use its
reasonable best efforts to conduct any interview(s) contemplated by this Section 1(a)(ii) as promptly as practicable. In the event
the Nominating Committee does not accept a person recommended by RC Ventures who satisfies the conditions set forth in this
Section 1(a)(ii) as the Replacement Director (such acceptance not to be unreasonably withheld), RC Ventures shall have the right
to privately recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee
recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement
Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the
Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director;
provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(a)(ii),
the Parties shall continue to follow the procedures of this Section 1(a)(ii) until a Replacement Director is elected to the Board.
Subject to the Nomination Guidelines, upon a Replacement Director’s appointment to the Board, the Board and all applicable
committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the
Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to the
Nomination Guidelines, until such time as any Replacement Director is appointed to any applicable committee of the Board, one of
the other New Directors will serve as an interim member of such applicable committee. Any Replacement Director designated
pursuant to this Section 1(a)(ii) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the
2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with the other director nominees. As used in
this Agreement, the term “Nomination Guidelines” means the Charter, the By-Laws, the Charter of the Nominating Committee, the
Company’s Corporate Governance Guidelines, and the Company’s current practices and procedures, in each case as in effect as
of the applicable date, and applicable law. For purposes of this Section 1(a)(ii): (i) RC Ventures’ “Net Economic Ownership” shall
mean the excess of (A) the aggregate number of shares of Common Stock that RC Ventures Economically Owns over (B) the
number of shares of Common Stock that are the subject of, or the reference securities for, or which otherwise underlie, derivatives
or other similar arrangements directly or indirectly held by RC Ventures or to which RC Ventures is otherwise, directly or indirectly,
a party and that increase in value as the market price or value of the Common Stock decreases; and (ii) “Economically Owns”
shall mean, with respect to a share of Common Stock, that such share of Common Stock is beneficially owned by RC Ventures,
and if any such share of Common Stock is beneficially owned by virtue of a derivative or any other arrangement (excluding being
held directly by RC Ventures or by a securities intermediary holding as agent for RC Ventures), the value of such derivative or
other arrangement to RC Ventures changes fully on a one-to-one basis with a change in value of the number of shares of Common
Stock underlying such derivative or other arrangement.
2
(iii) The Parties will issue the joint press release attached hereto as Exhibit A in accordance with Section 5, which,
among other things, will announce that the Company’s slate of director nominees for the 2022 Annual Meeting will include the
New Directors.
(iv) During the period commencing with the date of this Agreement through the expiration of the Standstill Period,
the Board and all applicable committees of the Board shall not (A) increase the size of the Board to more than eleven (11)
directors subsequent to the date of the 2022 Annual Meeting or (B) seek to classify the Board, in each case without the prior
written consent of RC Ventures.
(b) Board Committees.
(i) Immediately following the execution of this Agreement, Ms. Bowen and Mr. Rosenzweig shall be appointed to
serve as members of the Strategy Committee of the Board (the “Strategy Committee”), which committee has been created with an
agreed upon charter to support the Board’s oversight and review of a strategic analysis of the buybuy BABY business. During the
Standstill Period, the Strategy Committee shall consist of four (4) independent directors (including at least two (2) New Directors
or Replacement Directors). Sue Gove shall be the initial chair of the Strategy Committee; provided, that in the event Ms. Gove is
subsequently unable or unwilling to serve as the chair of the Strategy Committee, the replacement chair of the Strategy Committee
shall be selected by the full Board.
3
(ii) In addition, subject to NASDAQ rules, the Charter, the By-Laws, the charter of the applicable committee of
the Board and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that
during the Standstill Period, in accordance with the Company’s standard policies and procedures, at least one (1) New Director
(or a Replacement Director) to be selected by the Board shall be appointed to each committee and subcommittee of the Board,
including any new committee(s) and subcommittee(s) that may be established. Without limiting the foregoing, the Board shall, in
accordance with its customary governance processes, give each of the New Directors the same due consideration for membership
to any committee of the Board as any other independent director with similar relevant expertise and qualifications.
(c) Board Compensation and Other Benefits. The Company agrees that the New Directors (or any Replacement Director)
shall receive (A) the same benefits of director and officer insurance as all other non-management directors on the Board, (B) the
same compensation for his or her service as a director as the compensation received by other non-management directors on the
Board, and (C) such other benefits on the same basis as all other non-management directors on the Board.
(d) Board Policies and Procedures. Each Party acknowledges that the New Directors (or any Replacement Director),
upon appointment to the Board, shall be governed by, and each New Director (or any Replacement Director) shall comply with,
all of the same policies, processes, procedures, codes, rules, standards and guidelines applicable to members of the Board, and
shall for the avoidance of doubt be required to strictly adhere to the policies on confidentiality, insider trading and conflicts of
interest imposed on all members of the Board. Each New Director (and any Replacement Director) shall be required to provide
the Company with such information and authorizations as reasonably requested from all members of the Board as is required to be
disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable the timely and
accurate filing of the Company’s proxy statement and other periodic reports or legally required disclosures with the Securities and
Exchange Commission (the “SEC”) and to applicable stock exchanges and regulatory authorities.
(e) Additional Agreements.
(i) RC Ventures shall comply, and shall cause each of its Affiliates and Associates to comply, with the terms of this
Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. As used in this
Agreement, (A) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by
the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall include all persons that at any
time during the term of this Agreement become Affiliates or Associates of any person referred to in this Agreement; provided,
however, that with respect to RC Ventures, the definition of the term “Affiliate” or “Affiliates” shall not include any portfolio
company of RC Ventures in which RC Ventures has a passive interest, and (B) the terms “person” or “persons” shall mean any
individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint
venture, estate, trust, association, organization or other entity of any kind or nature.
4
(ii) During the Standstill Period, except as otherwise provided herein, RC Ventures shall not, and shall cause each
of its Affiliates and Associates not to, directly or indirectly, (A) nominate or recommend for nomination any person for election at
any annual or special meeting of the Company’s shareholders or otherwise seek representation on the Board, (B) submit,
participate in or be the proponent of any proposal for consideration at, or bring any other business before, any annual or special
meeting of the Company’s shareholders, (C) seek the removal of any member of the Board, or (D) initiate, encourage or
participate in any “vote no,” “withhold” or similar campaign with respect to any annual or special meeting of the Company’s
shareholders. RC Ventures shall not publicly or privately encourage or support any other shareholder or person to take any of the
actions described in this Section 1(e)(ii).
(iii) During the Standstill Period, RC Ventures shall cause all shares of Common Stock beneficially owned, directly
or indirectly, by it or by any of its Affiliates or Associates, or any other securities of the Company for which RC Ventures or any of
its Affiliates or Associates has the right to vote, directly or indirectly, to be present in person or by proxy for quorum purposes and
to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with
any action by consent in lieu of a meeting, in favor of all directors nominated by the Board for election and otherwise in accordance
with the recommendations of the Board; provided, however, that in the event that both Institutional Shareholder Services Inc.
(“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposals (other than the
election of directors), RC Ventures shall be permitted to vote in accordance with the ISS and Glass Lewis recommendations;
provided, further, that RC Ventures shall be permitted to vote in its sole discretion with respect to any publicly announced
proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Company or other business
combination involving the Company requiring a vote of shareholders of the Company. As used in this Agreement, the terms
“beneficial owner” and “beneficially own” shall have the meanings as set forth in Rule 13d-3 promulgated by the SEC under the
Exchange Act, except that a person will also be deemed to be the beneficial owner of all shares of the Company’s capital stock
which such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant
to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether or not in
writing), regardless of when such rights may be exercised and whether they are conditional, and all shares of the Company’s capital
stock which such person or any of such person’s Affiliates or Associates has or shares the right to vote or dispose.
(iv) RC Ventures acknowledges that, prior to the execution of this Agreement, each New Director, and prior to
any appointment, each Replacement Director, as applicable, is required to submit to the Company a fully completed and executed
copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding
documentation applicable to directors of the Company (including (A) an agreement to comply with all current policies, procedures,
codes, rules, standards, guidelines and confidentiality obligations applicable to all of the Company’s directors (or any applicable
subset thereof), (B) providing any information regarding himself or herself that is required to be disclosed for candidates for
directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable
NASDAQ rules and regulations, and (C) providing such other customary information as reasonably requested by the Company).
5
(v) The Company agrees that the Board and all applicable committees of the Board shall take all actions
reasonably necessary, effective no later than immediately following the execution of this Agreement, to determine, in connection
with their initial appointment as a director and nomination by the Company at the 2022 Annual Meeting, that each of the New
Directors is deemed to be (A) an “incumbent director” (as such term may be defined in the definition of “change in control” (or any
similar term) under the Company’s incentive plans, options plans, equity plans, deferred compensation plans, employment
agreements, severance plans, retention plans, loan agreements, or indentures, or any other related plans or agreements that refer to
any such plan, policy or agreement’s definition of “change in control” or any similar term) and (B) a member of the Board as of the
beginning of any applicable measurement period for the purposes of the definition of “change in control” or any similar term under
the Company’s incentive plans, options plans, equity plans, deferred compensation plans, employment agreements, severance
plans, retention plans, loan agreements, or indentures.
(f) Acknowledgement. RC Ventures acknowledges that it and its Affiliates and Associates are aware that the United States
securities laws may prohibit any person who has received from an issuer material, nonpublic information from purchasing or selling
securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities.
2. Standstill Provisions.
(a) RC Ventures agrees that, from the date of this Agreement until the earlier of (x) the date that is thirty (30) calendar days
prior to the deadline for the submission of director nominations by shareholders for the Company’s 2023 annual meeting of
shareholders (the “2023 Annual Meeting”) pursuant to the By-Laws or (y) the date that is one hundred twenty (120) calendar
days prior to the first anniversary of the 2022 Annual Meeting (the “Standstill Period”), RC Ventures shall not, and shall cause each
of its Affiliates and Associates not to, in each case directly or indirectly, in any manner:
(i) acquire, seek or propose (publicly or otherwise) or agree to acquire, beneficial ownership, directly or indirectly
and acting alone or in concert, whether by purchase, tender or exchange offer, through the acquisition of control of another person,
by joining a partnership, limited partnership, syndicate or other group, or through swap or hedging transactions or otherwise, any
securities of the Company or any rights decoupled from the underlying securities of the Company that would result in RC Ventures
(together with its Affiliates and Associates) owning, controlling or otherwise having any beneficial ownership interest in or
aggregate economic exposure of more than 19.9% of the outstanding shares of Common Stock;
(ii) make, engage in or in any way participate in any solicitation of proxies or become a “participant” in a
“solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote (including,
without limitation, any solicitation of consents that seeks to call a special meeting of shareholders), or seek to advise, encourage or
influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into
or exercisable for any such securities for the election of individuals to the Board or to approve shareholder proposals, or become a
“participant” in any contested “solicitation” for the election of directors with respect to the Company, in each case, with respect to
securities of the Company;
6
(iii) form, join, or in any way knowingly participate or enter into any discussions or negotiations with any person not
a party to this Agreement to participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect
to the Company or its securities (other than a “group” that includes all or some of the members of RC Ventures, but does not
include any other persons that are not members of RC Ventures as of the date hereof); provided, however, that nothing herein shall
limit the ability of an Affiliate of RC Ventures to join the “group” following the execution of this Agreement, so long as any such
Affiliate agrees to be bound by the terms and conditions of this Agreement;
(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar
arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of
Common Stock (including by granting any proxy, consent or other authority to vote), other than any such voting trust, arrangement
or agreement solely among the members of RC Ventures and otherwise in accordance with this Agreement;
(v) seek or submit, or knowingly encourage any person to seek or submit, nomination(s) in furtherance of a
“contested solicitation” for the appointment, election or removal of directors with respect to the Company or seek, or knowingly
encourage or take any other action with respect to the appointment, election or removal of any directors (except as specifically
permitted in Section 1), in each case in opposition to the recommendation of the Board; provided, however, that nothing in this
Agreement shall prevent RC Ventures or its Affiliates or Associates from taking actions in furtherance of identifying director
candidates in connection with the 2023 Annual Meeting so long as such actions do not create a public disclosure obligation for RC
Ventures or the Company and are undertaken on a confidential basis;
(vi) (A) make any proposal for consideration by shareholders at any annual or special meeting of shareholders of
the Company, (B) make any offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer,
acquisition, recapitalization, restructuring, disposition, business combination or other extraordinary transaction involving the
Company, (C) solicit a third party to make an offer or proposal (with or without conditions) with respect to any merger, tender (or
exchange) offer, acquisition, recapitalization, restructuring, disposition, other business combination or other extraordinary
transaction involving the Company, or encourage, initiate or support any third party in making such an offer or proposal, (D)
publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization,
restructuring, disposition, business combination or other extraordinary transaction with respect to the Company by such third party
or (E) call, seek or request (publicly or otherwise) a special meeting of shareholders (whether or not such meeting is permitted by
the Charter or By-Laws);
(vii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section
1;
7
(viii) advise, knowingly encourage, knowingly support or knowingly influence any person with respect to the voting
or disposition of any securities of the Company at any annual or special meeting of shareholders with respect to (A) the
appointment, election or removal of director(s), except in accordance with Section 1, or (B) any matter other than the
appointment, election or removal of director(s), except (1) in accordance with the recommendations of both ISS and Glass Lewis
or (2) with respect to any publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the
assets of the Company or other business combination involving the Company requiring a vote of stockholders of the Company;
(ix) make a request for any shareholder list or other Company books and records;
(x) enter into any discussions, negotiations, understandings or agreements (whether written or oral) with respect to
any action that RC Ventures is prohibited from taking under this Section 2 or knowingly encourage any third person to take any
action that RC Ventures is prohibited from taking under this Section 2; or
(xi) make any request or submit any proposal to amend the terms of this Agreement other than through non-public
communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations
for any Party.
(b) Except as expressly provided in Section 1 or Section 2(a), RC Ventures shall be entitled to (i) vote any shares of
Common Stock that it beneficially owns as RC Ventures determines in its sole discretion and (ii) disclose, publicly or otherwise,
how it intends to vote or act with respect to any securities of the Company, any shareholder proposal or other matter to be voted
on by the shareholders of the Company and the reasons therefor.
(c) Notwithstanding anything in Section 2(a) or elsewhere in this Agreement, nothing in this Agreement shall prohibit or
restrict RC Ventures from (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so
long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such
communications, (ii) communicating with shareholders of the Company and others in a manner that does not otherwise violate and
is not inconsistent with Section 1(e)(ii), Section 2(a) or Section 12, or (iii) taking any action necessary (upon the advice of outside
legal counsel) to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or
stock exchange that has jurisdiction over RC Ventures (provided, that, to the extent practicable, RC Ventures will provide the
Company with notice of any such requirement to the extent RC Ventures believes, upon the advice of outside legal counsel, RC
Ventures is required to take any action inconsistent with this Agreement pursuant to clause (iii) of this Section 2(c) prior to taking
any such action).
(d) Nothing in Section 2 or elsewhere in this Agreement shall be deemed to limit the exercise in good faith by any New
Director (or a Replacement Director) of such person’s fiduciary duties solely in such person’s capacity as a director of the
Company.
8
3. Representations and Warranties of the Company.

The Company represents and warrants to RC Ventures that (a) the Company has the corporate power and authority to
execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by
the Company, and assuming due execution by RC Ventures, constitutes a valid and binding obligation and agreement of the
Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights
of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the
Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the
Company or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both
would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give
any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement to which
the Company is a party or by which it is bound. In the event the Company adopts a shareholder rights plan or similar agreement
during the Standstill Period with an ownership limitation less than 19.9% of the outstanding shares of Common Stock, the Board
agrees to grant RC Ventures (together with its Affiliates and Associates) a waiver and/or exemption to any such plan or agreement
to permit RC Ventures (together with its Affiliates and Associates) to acquire beneficial ownership of up to 19.9% of the
outstanding shares of Common Stock.
4. Representations and Warranties of RC Ventures.
RC Ventures represents and warrants to the Company that (a) the authorized signatory of RC Ventures set forth on the
signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be
entered into in connection with this Agreement and to bind RC Ventures thereto, (b) this Agreement has been duly authorized,
executed and delivered by RC Ventures, and assuming due execution by the Company, is a valid and binding obligation of RC
Ventures, enforceable against RC Ventures in accordance with its terms except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights
of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the
transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not
conflict with, or result in a breach or violation of the organizational documents of RC Ventures as currently in effect, (d) the
execution, delivery and performance of this Agreement by RC Ventures does not and will not (i) violate or conflict with any law,
rule, regulation, order, judgment or decree applicable to RC Ventures, or (ii) result in any breach or violation of or constitute a
default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or
pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation
of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party
or by which it is bound, (e) as of the date of this Agreement, RC Ventures beneficially owns 9,450,100 shares of Common Stock
(including 1,670,100 shares of Common Stock underlying certain American-style call options as disclosed publicly in the RC
Ventures’ Schedule 13D filed with the SEC prior to the date hereof), (f) as of the date hereof, and except as set forth in clause (e)
above, RC Ventures does not currently have, and does not currently have any right to acquire, any interest in any securities or
assets of the Company or its Affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable
(whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a
specified event) for such securities or assets or any obligations measured by the price or value of any securities of the Company or
any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that
correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the
foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and
whether or not to be settled by delivery of shares of Common Stock or any other class or series of the Company’s stock, payment
of cash or by other consideration, and without regard to any short position under any such contract or arrangement). RC Ventures
agrees during the Standstill Period to update and advise the Company of its beneficial ownership of Common Stock as of such
date as any New Director (or Replacement Director) ceases to be a director, as promptly as practicable after such date.
9
5. Press Release.
Promptly following the execution of this Agreement, the Company and RC Ventures shall jointly issue a mutually agreeable
press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit A. Prior to
the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any
committee thereof) nor RC Ventures shall issue any press release or make public announcement regarding this Agreement or the
matters contemplated hereby without the prior written consent of the other Party. During the Standstill Period, neither the
Company nor RC Ventures shall make any public announcement or statement that is inconsistent with or contrary to the terms of
this Agreement.
6. Specific Performance.
Each of RC Ventures, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable
injury to the other Party may occur in the event any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached and that such injury may not be adequately compensable by the remedies available
at law (including the payment of money damages). It is accordingly agreed that RC Ventures, on the one hand, and the Company,
on the other hand (the “Moving Party”), shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, and the other Party will not take action, directly or indirectly, in opposition to the Moving Party
seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 6 is not the exclusive
remedy for any violation of this Agreement.
7. Expenses.
Each Party shall be responsible for its own fees, costs and expenses in connection with the negotiation, execution and
implementation of this Agreement and the transactions contemplated hereby, and neither Party shall seek reimbursement from the
other for any such fees, costs or expenses.
10
8. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the
Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of
such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree
upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or
enforceable by a court of competent jurisdiction.
9. Notices.
Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b)
upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (c) one (1)
business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to
receive the same. The addresses for such communications shall be:
If to the Company:

650 Liberty Avenue
Attention: Chief Legal Officer
E-mail: Arlene.Hong@bedbath.com
with a copy (which shall not constitute notice) to:
Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza
Attention: Paul J. Shim
Email: pshim@cgsh.com
If to RC Ventures:
RC Ventures LLC
P.O. Box 25250, PMB 30427
Miami, Florida 33102
Attention: Ryan Cohen
Email: bbby@rcventures.com
Olshan Frome Wolosky LLP
Attention: Ryan Nebel
Email: rnebel@olshanlaw.com
11
10. Applicable Law.

This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the
Parties, and/or the interpretation and enforcement of the rights and duties of the Parties shall be governed by and construed and
enforced in accordance with the laws of the State of New York without reference to the conflict of laws principles thereof that
would result in the application of the law of another jurisdiction. Each of the Parties irrevocably agrees that any legal action or
proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of
any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its
successors or assigns, shall be brought and determined exclusively in any state or federal court in the State of New York. Each of
the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property,
generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating
to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to
assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of
the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by
applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii)
the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced
in or by such courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, EACH OF THE COMPANY AND RC VENTURES (A) IRREVOCABLY AND UNCONDITIONALLY
WAIVES THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (B) AGREES TO
WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY
SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. EACH PARTY TO THIS AGREEMENT
CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE
THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.
12
11. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party
(including by means of electronic delivery or facsimile).
12. Mutual Non-Disparagement.
Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such
time as the other Party or any of its agents, subsidiaries, Affiliates, officers, key employees or directors shall have breached this
Section 12, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or
directors shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such
other Party’s subsidiaries, Affiliates, current or former officers, current or former directors, current or former employees, agents or
other representatives or any of their businesses, products or services.
13. No Litigation.
Each Party agrees that, during the Standstill Period, it shall not institute, solicit, join or assist in any lawsuit, claim or
proceeding before any court or government agency (each, a “Legal Proceeding”) against the other Party, any Affiliate of the other
Party or any of their respective current or former directors or officers, except for (a) any Legal Proceeding initiated primarily to
remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of
one Party or its Affiliates against the other Party or its Affiliates; provided, however, that the foregoing shall not prevent any Party
or any of its representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas,
civil investigative demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding if such
Legal Proceeding has not been initiated by, on behalf of or at the suggestion of such Party; provided, further, that in the event any
Party or any of its representatives receives such Legal Requirement, such Party shall give prompt written notice of such Legal
Requirement to the other Party (except where such notice would be legally prohibited or not practicable). Each Party represents
and warrants that neither it nor any assignee has filed any lawsuit against the other Party.
14. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries; Term.
This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set
forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the
Company and RC Ventures. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party
preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by and against the Parties and their respective successors, heirs,
executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder
without, with respect to RC Ventures, the prior written consent of the Company, and with respect to the Company, the prior
written consent of RC Ventures. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.
Unless otherwise mutually agreed in writing by each Party, this Agreement shall terminate at the end of the Standstill Period.
Notwithstanding the foregoing, the provisions of Section 6 through Section 11 and this Section 14 shall survive the termination of
this Agreement. No termination of this Agreement shall relieve any Party from liability for any breach of this Agreement prior to
such termination.
[The remainder of this page intentionally left blank]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the
Parties as of the date hereof.
By: /s/ Mark J. Tritton
Name:Mark J. Tritton
Title: President and Chief Executive Officer
14
RC VENTURES LLC
By: /s/ Ryan Cohen
Name:Ryan Cohen
Title: Manager
/s/ Ryan Cohen
RYAN COHEN
15
Exhibit 99.1
Bed Bath & Beyond Inc. Announces Cooperation Agreement with Ryan Cohen
Appoints Three New Independent Directors to the Board with Finance and Strategy Experience
Announces a Four-Member Committee of the Board Focused on Exploring Alternatives to Unlock Greater Value from buybuy BABY
UNION, N.J., - March 25, 2022 - Bed Bath & Beyond Inc. (Nasdaq: BBBY) (“Bed Bath & Beyond” or the “Company”) today announced that it has
entered into a cooperation agreement with Ryan Cohen and RC Ventures LLC (together, “RC Ventures”), the beneficial owners of approximately
9.8% of the Company’s outstanding shares. As part of the agreement, three of RC Ventures’ director designees - Marjorie L. Bowen, Shelly C.
Lombard, and Ben Rosenzweig - will immediately join Bed Bath & Beyond’s Board of Directors (the “Board”) as new Independent Directors, and
they will also stand for election as part of the Company’s slate at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The Board will
temporarily expand to 14 members before reverting to 11 members following the Annual Meeting. The three new directors collectively bring deep
expertise in capital allocation, corporate governance, strategic planning, and transactions.
In conjunction with the cooperation agreement, Bed Bath & Beyond today announced that Ms. Bowen and Mr. Rosenzweig, will join a four-member
Strategy Committee focused on exploring alternatives to unlock greater value from the Company’s buybuy BABY banner. Bed Bath & Beyond
Independent Director Sue Gove, an accomplished retail executive and experienced public company director, will serve as Chair of the Strategy
Committee, and Independent Director, Andrea Weiss, Founding Partner, the O Alliance, LLC, a retail, digital and brand strategy consulting practice,
CEO of Retail Consulting, Inc. and an experienced public company director, will also serve on the Committee. The Strategy Committee has the ability
to retain independent advisors to support the development of recommendations that it will ultimately make to the full Board.
Harriet Edelman, independent Chair of the Board, said: “We are pleased to have reached this constructive agreement with RC Ventures, which we
believe to be in the best interest of all our shareholders. Over the past two years, our Board has transformed the Company’s governance,
management team, compensation policies, and oversight of strategy and operations. Under this Board’s leadership, the Company has implemented
consequential changes to our business, including the divestiture of multiple non-core assets and a significant increase in investments in
structurally critical enablers of our business. The Board is highly committed to fundamentally reshaping Bed Bath & Beyond for our customers
while driving growth and profitability across its banners. We look forward to benefitting from the contributions and perspectives of our new
directors.”
Mark Tritton, Bed Bath & Beyond's President and CEO, added: “Our Company and Board have always been committed to evaluating all options to
maximize long-term shareholder value, and we look forward to integrating our new directors’ ideas to drive our continued transformation. Our
buybuy BABY business is a tremendous asset, and we are committed to unlocking its full value. As we move forward, our goals will continue to
focus on delivering value for our shareholders, enhancing experiences for our customers, executing on the transformation throughout our business,
and creating new and exciting opportunities for our dedicated employees across all our banners.”
Mr. Cohen concluded: “The resolution announced today represents a positive outcome for all of Bed Bath’s shareholders. By refreshing the Board
with shareholder-designated individuals who possess capital markets acumen and transaction experience, the Company is well-positioned to review
alternatives for buybuy BABY. I appreciate that management and the Board were willing to promptly embrace our ideas and look forward to
supporting them in the year ahead.”
As a result of the agreement between RC Ventures and Bed Bath & Beyond, RC Ventures has agreed to abide by certain customary standstill
provisions and will support the Board's full slate of directors at the 2022 Annual Meeting. The complete cooperation agreement will be filed with the
U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Bed Bath & Beyond and JP Morgan Securities LLC is serving as Bed Bath &
Beyond's financial advisor.
Biographies for RC Ventures’ Designees
• Marjorie L. Bowen is an experienced public company director with extensive knowledge of corporate governance, capital markets
strategies and strategic transactions. She has valuable experience in the consumer and retail sectors, having served as a director of
companies such as Centric Brands, Genesco, Navient, Sequential Brands and Talbots.
• Shelly C. Lombard is an experienced public company director with expertise in capital allocation and structure strategies, corporate
governance and strategic reviews. She has served as a director of INNOVATE, Alaska Communications Group and Spartacus Acquisition
Corporation.
• Ben Rosenzweig is an experienced investor and public company director with expertise in capital allocation, corporate governance and
mergers and acquisitions. In addition to serving on the boards of directors of several public companies, he is a Partner at Privet Fund
Management and previously served as an investment banking analyst at Alvarez and Marsal.
About Bed Bath & Beyond

Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the Company is a partner in a joint
venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
Investors:
Susie A. Kim, ir@bedbath.com
Media:
Julie Strider, media@bedbath.com
Or
Jim Barron/Jared Levy

Sard Verbinnen & Co.
BBBY-SVC@sardverb.com
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 including, but
not limited to, the Company’s progress and anticipated progress towards its long-term objectives, as well as more generally the status of its future
liquidity and financial condition and its outlook for the Company’s 2021 fourth quarter and its 2021 fiscal year. Many of these forward-looking
statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan,
goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-
looking. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking
statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a
challenging overall macroeconomic environment and related changes in the retailing environment; risks associated with the COVID-19 pandemic
and the governmental responses to it, including its impacts across the Company’s businesses on demand and operations, as well as on the
operations of the Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in response to these
risks; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact
the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather patterns and natural
disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated
cost savings, and to not exceed anticipated costs, associated with organizational changes and investments, including the Company’s strategic
restructuring program and store network optimization strategies; the ability to attract and retain qualified employees in all areas of the organization;
the cost of labor, merchandise, logistical costs and other costs and expenses; potential supply chain disruption due to trade restrictions or
otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances,
product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable
occupancy costs and other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate
mix of digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s
development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly changing
retail and economic environment, including in response to the COVID-19 pandemic; uncertainty in financial markets; volatility in the price of the
Company’s common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on the Company’s capital allocation
strategy; risks associated with the ability to achieve a successful outcome for the Company’s business concepts and to otherwise achieve its
business strategies; the impact of intangible asset and other impairments; disruptions to the Company’s information technology systems, including
but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity
attacks; reputational risk arising from challenges to the Company’s or a third party product or service supplier’s compliance with various laws,
regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party
merchandise or service vendor performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and
legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of
existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; and foreign
currency exchange rate fluctuations. Except as required by law, the Company does not undertake any obligation to update its forward-looking
statements.
EXHIBIT 16
sec.gov/Archives/edgar/data/886158/000092189522000972/ex991to13da113351002_032422.htm
EX-99.1 2 ex991to13da113351002_032422.htm COOPERATION AGREEMENT, DATED MARCH 24, 2022

Exhibit 99.1
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”) is made and entered into as of March 24, 2022 by and among Bed Bath &
Beyond Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “RC Ventures”)
(each of the Company and RC Ventures, a “Party” to this Agreement, and collectively, the “Parties”).
RECITALS
WHEREAS, the Company and RC Ventures have engaged in various discussions and communications concerning the
Company’s business, financial performance and strategic plans;
WHEREAS, as of the date hereof, RC Ventures beneficially owns (as defined herein) Common Stock, $0.01 par value per
share, of the Company (the “Common Stock”) totaling, in the aggregate, 9,450,100 shares, or approximately 9.8% of the Common
Stock issued and outstanding on the date hereof;
WHEREAS, as of the date hereof, the Company and RC Ventures have determined to come to an agreement with respect to
the composition of the Company’s board of directors (the “Board”) and certain other matters, as provided in this Agreement; and
WHEREAS, the Company believes that the best interests of the Company and its shareholders would be served at this time by,
among other things, coming to an agreement with respect to the matters covered in this Agreement and by the Company and RC
Ventures agreeing to the other covenants and obligations contained herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to
be legally bound hereby, agree as follows:
1. Board Appointments and Related Agreements.
(a) Board Appointments.
(i) In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), the
Company’s Amended and Restated By-Laws (the “By-Laws”) and applicable law, the Company agrees that, immediately following the
execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to:
(A) increase the size of the Board by three (3) directors to a total of fourteen (14) directors; and
(B) appoint Marjorie L. Bowen, Shelly C. Lombard and Benjamin Rosenzweig (each a “New Director” and
collectively, the “New Directors”) as members of the Board, each with a term expiring at the
Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”). Three (3) members of
the Board serving as of immediately prior to the execution of this Agreement, to be selected by the
Company, shall not stand for election to the Board at the 2022 Annual Meeting, and the size of the
Board shall be reduced by three (3) directors to a total of eleven (11) directors, effective upon
occurrence of the 2022 Annual Meeting. The Company agrees that, provided that such director is able
and willing to serve on the Board, it will nominate each of the New Directors for election at the 2022
Annual Meeting as a director and will recommend, support and solicit proxies for the election of each
New Director at the 2022 Annual Meeting in the same manner as it recommends, supports and solicits
proxies for the election of the Company’s other director nominees.
https://www.sec.gov/Archives/edgar/data/886158/000092189522000972/ex991to13da113351002_032422.htm 1/18
(ii) If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a
director and ceases to be a director, resigns as a director, is removed as a director or for any other reason fails to serve or is not serving
as a director at any time prior to the expiration of the Standstill Period (as defined below), and at such time RC Ventures’ Net Economic
Ownership (as defined below) is at least the lesser of (x) 4.04% of the Company’s then-outstanding Common Stock and (y) 3,900,000
shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), RC Ventures
shall have the ability to privately recommend a person to be a Replacement Director in accordance with this Section 1(a)(ii) (any such
replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must
(A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld) in accordance with the Nomination
Guidelines (as defined below), (B) qualify as “independent” pursuant to the NASDAQ Stock Market (“NASDAQ”) listing standards,
(C) have a comparable amount of relevant financial and business experience to the director of the Company being replaced, and (D) as
a condition to his or her appointment, have provided the Company with all information required pursuant to Section 1(e)(iv). The
Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) shall make its determination and
recommendation regarding whether such Replacement Director meets the foregoing criteria within ten (10) business days after (i) such
nominee has submitted to the Company the documentation required by Section 1(e)(iv) and (ii) representatives of the Board have
conducted customary interview(s) (if requested by the Board or the Nominating Committee) and background checks of such nominee.
The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(a)(ii) as promptly as
practicable. In the event the Nominating Committee does not accept a person recommended by RC Ventures who satisfies the
conditions set forth in this Section 1(a)(ii) as the Replacement Director (such acceptance not to be unreasonably withheld), RC
Ventures shall have the right to privately recommend additional substitute person(s) whose appointment shall be subject to the
Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a
Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director
to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director;
provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(a)(ii), the
Parties shall continue to follow the procedures of this Section 1(a)(ii) until a Replacement Director is elected to the Board. Subject to
the Nomination Guidelines, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the
Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the
replaced director was a member immediately prior to such director’s resignation or removal. Subject to the Nomination Guidelines,
until such time as any Replacement Director is appointed to any applicable committee of the Board, one of the other New Directors
will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(a)(ii)
replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for
election at the 2022 Annual Meeting together with the other director nominees. As used in this Agreement, the term “Nomination
Guidelines” means the Charter, the By-Laws, the Charter of the Nominating Committee, the Company’s Corporate Governance
Guidelines, and the Company’s current practices and procedures, in each case as in effect as of the applicable date, and applicable law.
For purposes of this Section 1(a)(ii): (i) RC Ventures’ “Net Economic Ownership” shall mean the excess of (A) the aggregate number
of shares of Common Stock that RC Ventures Economically Owns over (B) the number of shares of Common Stock that are the subject
of, or the reference securities for, or which otherwise underlie, derivatives or other similar arrangements directly or indirectly held by
RC Ventures or to which RC Ventures is otherwise, directly or indirectly, a party and that increase in value as the market price or value
of the Common Stock decreases; and (ii) “Economically Owns” shall mean, with respect to a share of Common Stock, that such share
of Common Stock is beneficially owned by RC Ventures, and if any such share of Common Stock is beneficially owned by virtue of a
derivative or any other arrangement (excluding being held directly by RC Ventures or by a securities intermediary holding as agent for
RC Ventures), the value of such derivative or other arrangement to RC Ventures changes fully on a one-to-one basis with a change in
value of the number of shares of Common Stock underlying such derivative or other arrangement.
(iii) The Parties will issue the joint press release attached hereto as Exhibit A in accordance with Section ‎5,
which, among other things, will announce that the Company’s slate of director nominees for the 2022 Annual Meeting will include the
New Directors.
(iv) During the period commencing with the date of this Agreement through the expiration of the Standstill
Period, the Board and all applicable committees of the Board shall not (A) increase the size of the Board to more than eleven (11)
directors subsequent to the date of the 2022 Annual Meeting or (B) seek to classify the Board, in each case without the prior written
consent of RC Ventures.
(b) Board Committees.
(i) Immediately following the execution of this Agreement, Ms. Bowen and Mr. Rosenzweig shall be appointed
to serve as members of the Strategy Committee of the Board (the “Strategy Committee”), which committee has been created with an
agreed upon charter to support the Board’s oversight and review of a strategic analysis of the buybuy BABY business. During the
Standstill Period, the Strategy Committee shall consist of four (4) independent directors (including at least two (2) New Directors or
Replacement Directors). Sue Gove shall be the initial chair of the Strategy Committee; provided, that in the event Ms. Gove is
subsequently unable or unwilling to serve as the chair of the Strategy Committee, the replacement chair of the Strategy Committee
shall be selected by the full Board.
(ii) In addition, subject to NASDAQ rules, the Charter, the By-Laws, the charter of the applicable committee of
the Board and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that
during the Standstill Period, in accordance with the Company’s standard policies and procedures, at least one (1) New Director (or a
Replacement Director) to be selected by the Board shall be appointed to each committee and subcommittee of the Board, including any
new committee(s) and subcommittee(s) that may be established. Without limiting the foregoing, the Board shall, in accordance with its
customary governance processes, give each of the New Directors the same due consideration for membership to any committee of the
Board as any other independent director with similar relevant expertise and qualifications.
(c) Board Compensation and Other Benefits. The Company agrees that the New Directors (or any Replacement Director)
shall receive (A) the same benefits of director and officer insurance as all other non-management directors on the Board, (B) the same
compensation for his or her service as a director as the compensation received by other non-management directors on the Board, and
(C) such other benefits on the same basis as all other non-management directors on the Board.
(d) Board Policies and Procedures. Each Party acknowledges that the New Directors (or any Replacement Director),
upon appointment to the Board, shall be governed by, and each New Director (or any Replacement Director) shall comply with, all of
the same policies, processes, procedures, codes, rules, standards and guidelines applicable to members of the Board, and shall for the
avoidance of doubt be required to strictly adhere to the policies on confidentiality, insider trading and conflicts of interest imposed on
all members of the Board. Each New Director (and any Replacement Director) shall be required to provide the Company with such
information and authorizations as reasonably requested from all members of the Board as is required to be disclosed under applicable
law or stock exchange regulations, in each case as promptly as necessary to enable the timely and accurate filing of the Company’s
proxy statement and other periodic reports or legally required disclosures with the Securities and Exchange Commission (the “SEC”)
and to applicable stock exchanges and regulatory authorities.
(e) Additional Agreements.
(i) RC Ventures shall comply, and shall cause each of its Affiliates and Associates to comply, with the terms of
this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. As used in this Agreement,
(A) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall include all persons that at any time during the term of
this Agreement become Affiliates or Associates of any person referred to in this Agreement; provided, however, that with respect to RC
Ventures, the definition of the term “Affiliate” or “Affiliates” shall not include any portfolio company of RC Ventures in which RC
Ventures has a passive interest, and (B) the terms “person” or “persons” shall mean any individual, corporation (including not-for-
profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association,
organization or other entity of any kind or nature.
(ii) During the Standstill Period, except as otherwise provided herein, RC Ventures shall not, and shall cause
each of its Affiliates and Associates not to, directly or indirectly, (A) nominate or recommend for nomination any person for election at
any annual or special meeting of the Company’s shareholders or otherwise seek representation on the Board, (B) submit, participate in
or be the proponent of any proposal for consideration at, or bring any other business before, any annual or special meeting of the
Company’s shareholders, (C) seek the removal of any member of the Board, or (D) initiate, encourage or participate in any “vote no,”
“withhold” or similar campaign with respect to any annual or special meeting of the Company’s shareholders. RC Ventures shall not
publicly or privately encourage or support any other shareholder or person to take any of the actions described in this Section ‎1(e)(ii).
(iii) During the Standstill Period, RC Ventures shall cause all shares of Common Stock beneficially owned,
directly or indirectly, by it or by any of its Affiliates or Associates, or any other securities of the Company for which RC Ventures or
any of its Affiliates or Associates has the right to vote, directly or indirectly, to be present in person or by proxy for quorum purposes
and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any
action by consent in lieu of a meeting, in favor of all directors nominated by the Board for election and otherwise in accordance with
the recommendations of the Board; provided, however, that in the event that both Institutional Shareholder Services Inc. (“ISS”) and
Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposals (other than the election of directors), RC
Ventures shall be permitted to vote in accordance with the ISS and Glass Lewis recommendations; provided, further, that RC Ventures
shall be permitted to vote in its sole discretion with respect to any publicly announced proposals relating to a merger, acquisition,
disposition of all or substantially all of the assets of the Company or other business combination involving the Company requiring a
vote of shareholders of the Company. As used in this Agreement, the terms “beneficial owner” and “beneficially own” shall have the
meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person will also be deemed to be
the beneficial owner of all shares of the Company’s capital stock which such person has the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or
any agreement, arrangement or understanding (whether or not in writing), regardless of when such rights may be exercised and whether
they are conditional, and all shares of the Company’s capital stock which such person or any of such person’s Affiliates or Associates
has or shares the right to vote or dispose.
(iv) RC Ventures acknowledges that, prior to the execution of this Agreement, each New Director, and prior to
any appointment, each Replacement Director, as applicable, is required to submit to the Company a fully completed and executed copy
of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation
applicable to directors of the Company (including (A) an agreement to comply with all current policies, procedures, codes, rules,
standards, guidelines and confidentiality obligations applicable to all of the Company’s directors (or any applicable subset thereof), (B)
providing any information regarding himself or herself that is required to be disclosed for candidates for directors and directors in a
proxy statement under the federal securities laws of the United States of America and/or applicable NASDAQ rules and regulations,
and (C) providing such other customary information as reasonably requested by the Company).
(v) The Company agrees that the Board and all applicable committees of the Board shall take all actions
reasonably necessary, effective no later than immediately following the execution of this Agreement, to determine, in connection with
their initial appointment as a director and nomination by the Company at the 2022 Annual Meeting, that each of the New Directors is
deemed to be (A) an “incumbent director” (as such term may be defined in the definition of “change in control” (or any similar term)
under the Company’s incentive plans, options plans, equity plans, deferred compensation plans, employment agreements, severance
plans, retention plans, loan agreements, or indentures, or any other related plans or agreements that refer to any such plan, policy or
agreement’s definition of “change in control” or any similar term) and (B) a member of the Board as of the beginning of any applicable
measurement period for the purposes of the definition of “change in control” or any similar term under the Company’s incentive plans,
options plans, equity plans, deferred compensation plans, employment agreements, severance plans, retention plans, loan agreements,
or indentures.
(f) Acknowledgement. RC Ventures acknowledges that it and its Affiliates and Associates are aware that the United
States securities laws may prohibit any person who has received from an issuer material, nonpublic information from purchasing or
selling securities of such issuer or from communicating such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell such securities.
2. Standstill Provisions.
(a) RC Ventures agrees that, from the date of this Agreement until the earlier of (x) the date that is thirty (30) calendar
days prior to the deadline for the submission of director nominations by shareholders for the Company’s 2023 annual meeting of
shareholders (the “2023 Annual Meeting”) pursuant to the By-Laws or (y) the date that is one hundred twenty (120) calendar days prior
to the first anniversary of the 2022 Annual Meeting (the “Standstill Period”), RC Ventures shall not, and shall cause each of its
Affiliates and Associates not to, in each case directly or indirectly, in any manner:
(i) acquire, seek or propose (publicly or otherwise) or agree to acquire, beneficial ownership, directly or
indirectly and acting alone or in concert, whether by purchase, tender or exchange offer, through the acquisition of control of another
person, by joining a partnership, limited partnership, syndicate or other group, or through swap or hedging transactions or otherwise,
any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in RC Ventures
(together with its Affiliates and Associates) owning, controlling or otherwise having any beneficial ownership interest in or aggregate
economic exposure of more than 19.9% of the outstanding shares of Common Stock;
(ii) make, engage in or in any way participate in any solicitation of proxies or become a “participant” in a
“solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote (including, without
limitation, any solicitation of consents that seeks to call a special meeting of shareholders), or seek to advise, encourage or influence
any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable
for any such securities for the election of individuals to the Board or to approve shareholder proposals, or become a “participant” in any
contested “solicitation” for the election of directors with respect to the Company, in each case, with respect to securities of the
Company;
(iii) form, join, or in any way knowingly participate or enter into any discussions or negotiations with any person
not a party to this Agreement to participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect
to the Company or its securities (other than a “group” that includes all or some of the members of RC Ventures, but does not include
any other persons that are not members of RC Ventures as of the date hereof); provided, however, that nothing herein shall limit the
ability of an Affiliate of RC Ventures to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees
to be bound by the terms and conditions of this Agreement;
(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar
arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of
Common Stock (including by granting any proxy, consent or other authority to vote), other than any such voting trust, arrangement or
agreement solely among the members of RC Ventures and otherwise in accordance with this Agreement;
(v) seek or submit, or knowingly encourage any person to seek or submit, nomination(s) in furtherance of a
“contested solicitation” for the appointment, election or removal of directors with respect to the Company or seek, or knowingly
encourage or take any other action with respect to the appointment, election or removal of any directors (except as specifically
permitted in Section ‎1), in each case in opposition to the recommendation of the Board; provided, however, that nothing in this
Agreement shall prevent RC Ventures or its Affiliates or Associates from taking actions in furtherance of identifying director candidates
in connection with the 2023 Annual Meeting so long as such actions do not create a public disclosure obligation for RC Ventures or the
Company and are undertaken on a confidential basis;
(vi) (A) make any proposal for consideration by shareholders at any annual or special meeting of shareholders of
the Company, (B) make any offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer,
acquisition, recapitalization, restructuring, disposition, business combination or other extraordinary transaction involving the Company,
(C) solicit a third party to make an offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer,
acquisition, recapitalization, restructuring, disposition, other business combination or other extraordinary transaction involving the
Company, or encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third
party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, business
combination or other extraordinary transaction with respect to the Company by such third party or (E) call, seek or request (publicly or
otherwise) a special meeting of shareholders (whether or not such meeting is permitted by the Charter or By-Laws);
(vii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section
‎1;
(viii) advise, knowingly encourage, knowingly support or knowingly influence any person with respect to the
voting or disposition of any securities of the Company at any annual or special meeting of shareholders with respect to (A) the
appointment, election or removal of director(s), except in accordance with Section 1, or (B) any matter other than the appointment,
election or removal of director(s), except (1) in accordance with the recommendations of both ISS and Glass Lewis or (2) with respect
to any publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Company
or other business combination involving the Company requiring a vote of stockholders of the Company;
(ix) make a request for any shareholder list or other Company books and records;
(x) enter into any discussions, negotiations, understandings or agreements (whether written or oral) with respect
to any action that RC Ventures is prohibited from taking under this Section ‎2 or knowingly encourage any third person to take any
action that RC Ventures is prohibited from taking under this Section ‎2; or
(xi) make any request or submit any proposal to amend the terms of this Agreement other than through non-
public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure
obligations for any Party.
(b) Except as expressly provided in Section ‎1 or Section ‎2(a), RC Ventures shall be entitled to (i) vote any shares of
Common Stock that it beneficially owns as RC Ventures determines in its sole discretion and (ii) disclose, publicly or otherwise, how it
intends to vote or act with respect to any securities of the Company, any shareholder proposal or other matter to be voted on by the
shareholders of the Company and the reasons therefor.
(c) Notwithstanding anything in Section ‎2(a) or elsewhere in this Agreement, nothing in this Agreement shall prohibit or
restrict RC Ventures from (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so long
as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such
communications, (ii) communicating with shareholders of the Company and others in a manner that does not otherwise violate and is
not inconsistent with Section ‎1(e)(ii), Section ‎2(a) or Section ‎12, or (iii) taking any action necessary (upon the advice of outside legal
counsel) to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock
exchange that has jurisdiction over RC Ventures (provided, that, to the extent practicable, RC Ventures will provide the Company with
notice of any such requirement to the extent RC Ventures believes, upon the advice of outside legal counsel, RC Ventures is required to
take any action inconsistent with this Agreement pursuant to clause ‎(iii) of this Section ‎2(c) prior to taking any such action).
(d) Nothing in Section ‎2 or elsewhere in this Agreement shall be deemed to limit the exercise in good faith by any New
Director (or a Replacement Director) of such person’s fiduciary duties solely in such person’s capacity as a director of the Company.
3. Representations and Warranties of the Company.
The Company represents and warrants to RC Ventures that (a) the Company has the corporate power and authority to execute
this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company,
and assuming due execution by RC Ventures, constitutes a valid and binding obligation and agreement of the Company, and is
enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to
general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i)
violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company or (ii) result in any breach or
violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or
default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration
or cancellation of, any organizational document or material agreement to which the Company is a party or by which it is bound. In the
event the Company adopts a shareholder rights plan or similar agreement during the Standstill Period with an ownership limitation less
than 19.9% of the outstanding shares of Common Stock, the Board agrees to grant RC Ventures (together with its Affiliates and
Associates) a waiver and/or exemption to any such plan or agreement to permit RC Ventures (together with its Affiliates and
Associates) to acquire beneficial ownership of up to 19.9% of the outstanding shares of Common Stock.
4. Representations and Warranties of RC Ventures.
RC Ventures represents and warrants to the Company that (a) the authorized signatory of RC Ventures set forth on the
signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into
in connection with this Agreement and to bind RC Ventures thereto, (b) this Agreement has been duly authorized, executed and
delivered by RC Ventures, and assuming due execution by the Company, is a valid and binding obligation of RC Ventures, enforceable
against RC Ventures in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general
equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the
fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation
of the organizational documents of RC Ventures as currently in effect, (d) the execution, delivery and performance of this Agreement
by RC Ventures does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to RC
Ventures, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would
constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of
termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment,
understanding or arrangement to which such member is a party or by which it is bound, (e) as of the date of this Agreement, RC
Ventures beneficially owns 9,450,100 shares of Common Stock (including 1,670,100 shares of Common Stock underlying certain
American-style call options as disclosed publicly in the RC Ventures’ Schedule 13D filed with the SEC prior to the date hereof), (f) as
of the date hereof, and except as set forth in clause ‎(e) above, RC Ventures does not currently have, and does not currently have any
right to acquire, any interest in any securities or assets of the Company or its Affiliates (or any rights, options or other securities
convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the
passage of time or the occurrence of a specified event) for such securities or assets or any obligations measured by the price or value of
any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce
economic benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company,
whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the
Exchange Act), and whether or not to be settled by delivery of shares of Common Stock or any other class or series of the Company’s
stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement). RC
Ventures agrees during the Standstill Period to update and advise the Company of its beneficial ownership of Common Stock as of such
date as any New Director (or Replacement Director) ceases to be a director, as promptly as practicable after such date.
5. Press Release.
Promptly following the execution of this Agreement, the Company and RC Ventures shall jointly issue a mutually agreeable
press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit A. Prior to the
issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee
thereof) nor RC Ventures shall issue any press release or make public announcement regarding this Agreement or the matters
contemplated hereby without the prior written consent of the other Party. During the Standstill Period, neither the Company nor RC
Ventures shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement.
6. Specific Performance.
Each of RC Ventures, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury
to the other Party may occur in the event any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached and that such injury may not be adequately compensable by the remedies available at law (including
the payment of money damages). It is accordingly agreed that RC Ventures, on the one hand, and the Company, on the other hand (the
“Moving Party”), shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms
hereof, and the other Party will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the
grounds that any other remedy or relief is available at law or in equity. This Section ‎6 is not the exclusive remedy for any violation of
this Agreement.
7. Expenses.
Each Party shall be responsible for its own fees, costs and expenses in connection with the negotiation, execution and
implementation of this Agreement and the transactions contemplated hereby, and neither Party shall seek reimbursement from the other
for any such fees, costs or expenses.
10
8. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that
the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a
valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of
competent jurisdiction.
9. Notices.
Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon
confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (c) one (1) business day
after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same.
The addresses for such communications shall be:
If to the Company:

650 Liberty Avenue
Attention: Chief Legal Officer
E-mail: Arlene.Hong@bedbath.com
Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza
Attention: Paul J. Shim
Email: pshim@cgsh.com
If to RC Ventures:
RC Ventures LLC
P.O. Box 25250, PMB 30427
Miami, Florida 33102
Attention: Ryan Cohen
Email: bbby@rcventures.com
11
Olshan Frome Wolosky LLP

Attention: Ryan Nebel
Email: rnebel@olshanlaw.com
10. Applicable Law.
This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the
Parties, and/or the interpretation and enforcement of the rights and duties of the Parties shall be governed by and construed and
enforced in accordance with the laws of the State of New York without reference to the conflict of laws principles thereof that would
result in the application of the law of another jurisdiction. Each of the Parties irrevocably agrees that any legal action or proceeding
with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in
respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall
be brought and determined exclusively in any state or federal court in the State of New York. Each of the Parties hereby irrevocably
submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the
personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other
than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with
respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b)
any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or
proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this
Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND, THEREFORE, EACH OF THE COMPANY AND RC VENTURES (A) IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (B)
AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY
SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. EACH PARTY TO THIS AGREEMENT CERTIFIES
AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎10.
12
11. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by
means of electronic delivery or facsimile).
12. Mutual Non-Disparagement.
Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such
time as the other Party or any of its agents, subsidiaries, Affiliates, officers, key employees or directors shall have breached this Section
12, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors shall in
any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party’s
subsidiaries, Affiliates, current or former officers, current or former directors, current or former employees, agents or other
representatives or any of their businesses, products or services.
13. No Litigation.
Each Party agrees that, during the Standstill Period, it shall not institute, solicit, join or assist in any lawsuit, claim or
proceeding before any court or government agency (each, a “Legal Proceeding”) against the other Party, any Affiliate of the other Party
or any of their respective current or former directors or officers, except for (a) any Legal Proceeding initiated primarily to remedy a
breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one Party or its
Affiliates against the other Party or its Affiliates; provided, however, that the foregoing shall not prevent any Party or any of its
representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative
demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding if such Legal Proceeding has not
been initiated by, on behalf of or at the suggestion of such Party; provided, further, that in the event any Party or any of its
representatives receives such Legal Requirement, such Party shall give prompt written notice of such Legal Requirement to the other
Party (except where such notice would be legally prohibited or not practicable). Each Party represents and warrants that neither it nor
any assignee has filed any lawsuit against the other Party.
14. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries; Term.
This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth
herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company
and RC Ventures. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by and against the Parties and their respective successors, heirs, executors, legal representatives, and
permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to RC Ventures, the
prior written consent of the Company, and with respect to the Company, the prior written consent of RC Ventures. This Agreement is
solely for the benefit of the Parties and is not enforceable by any other persons. Unless otherwise mutually agreed in writing by each
Party, this Agreement shall terminate at the end of the Standstill Period. Notwithstanding the foregoing, the provisions of Section ‎6
through Section ‎11 and this Section ‎14 shall survive the termination of this Agreement. No termination of this Agreement shall relieve
any Party from liability for any breach of this Agreement prior to such termination.
[The remainder of this page intentionally left blank]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the
Parties as of the date hereof.

Name: Mark J. Tritton
Title: President and Chief Executive Officer
[Signature Page to Agreement]
RC VENTURES LLC
By: /s/ Ryan Cohen

Name: Ryan Cohen
Title: Manager
/s/ Ryan Cohen

RYAN COHEN
[Signature Page to Agreement]
Exhibit A
Press Release
Bed Bath & Beyond Inc. Announces Cooperation Agreement with Ryan Cohen
Appoints Three New Independent Directors to the Board with Finance and Strategy Experience
Announces a Four-Member Committee of the Board Focused on Exploring Alternatives to Unlock Greater Value from buybuy BABY
UNION, N.J., – March 25, 2022 – Bed Bath & Beyond Inc. (Nasdaq: BBBY) (“Bed Bath & Beyond” or the “Company”) today announced
that it has entered into a cooperation agreement with Ryan Cohen and RC Ventures LLC (together, “RC Ventures”), the beneficial
owners of approximately 9.8% of the Company’s outstanding shares. As part of the agreement, three of RC Ventures’ director
designees – Marjorie L. Bowen, Shelly C. Lombard, and Ben Rosenzweig – will immediately join Bed Bath & Beyond’s Board of
Directors (the “Board”) as new Independent Directors, and they will also stand for election as part of the Company’s slate at the 2022
Annual Meeting of Shareholders (the “Annual Meeting”). The Board will temporarily expand to 14 members before reverting to 11
members following the Annual Meeting. The three new directors collectively bring deep expertise in capital allocation, corporate
governance, strategic planning, and transactions.
In conjunction with the cooperation agreement, Bed Bath & Beyond today announced that Ms. Bowen and Mr. Rosenzweig, will join a
four-member Strategy Committee focused on exploring alternatives to unlock greater value from the Company’s buybuy BABY banner.
Bed Bath & Beyond Independent Director Sue Gove, an accomplished retail executive and experienced public company director, will
serve as Chair of the Strategy Committee, and Independent Director, Andrea Weiss, Founding Partner, the O Alliance, LLC, a retail,
digital and brand strategy consulting practice, CEO of Retail Consulting, Inc. and an experienced public company director, will also
serve on the Committee. The Strategy Committee has the ability to retain independent advisors to support the development of
recommendations that it will ultimately make to the full Board.
Harriet Edelman, independent Chair of the Board, said: “We are pleased to have reached this constructive agreement with RC
Ventures, which we believe to be in the best interest of all our shareholders. Over the past two years, our Board has transformed the
Company’s governance, management team, compensation policies, and oversight of strategy and operations. Under this Board’s
leadership, the Company has implemented consequential changes to our business, including the divestiture of multiple non-core
assets and a significant increase in investments in structurally critical enablers of our business. The Board is highly committed to
fundamentally reshaping Bed Bath & Beyond for our customers while driving growth and profitability across its banners. We look
forward to benefitting from the contributions and perspectives of our new directors.”
Mark Tritton, Bed Bath & Beyond's President and CEO, added: “Our Company and Board have always been committed to evaluating all
options to maximize long-term shareholder value, and we look forward to integrating our new directors’ ideas to drive our continued
transformation. Our buybuy BABY business is a tremendous asset, and we are committed to unlocking its full value. As we move
forward, our goals will continue to focus on delivering value for our shareholders, enhancing experiences for our customers, executing
on the transformation throughout our business, and creating new and exciting opportunities for our dedicated employees across all
our banners.”
Mr. Cohen concluded: “The resolution announced today represents a positive outcome for all of Bed Bath’s shareholders. By
refreshing the Board with shareholder-designated individuals who possess capital markets acumen and transaction experience, the
Company is well-positioned to review alternatives for buybuy BABY. I appreciate that management and the Board were willing to
promptly embrace our ideas and look forward to supporting them in the year ahead.”
As a result of the agreement between RC Ventures and Bed Bath & Beyond, RC Ventures has agreed to abide by certain customary
standstill provisions and will support the Board's full slate of directors at the 2022 Annual Meeting. The complete cooperation
agreement will be filed with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Bed Bath & Beyond and JP Morgan Securities LLC is serving as Bed
Bath & Beyond's financial advisor.
Biographies for RC Ventures’ Designees
· Marjorie L. Bowen is an experienced public company director with extensive knowledge of corporate governance, capital
markets strategies and strategic transactions. She has valuable experience in the consumer and retail sectors, having served
as a director of companies such as Centric Brands, Genesco, Navient, Sequential Brands and Talbots.
§
· Shelly C. Lombard is an experienced public company director with expertise in capital allocation and structure strategies,
corporate governance and strategic reviews. She has served as a director of INNOVATE, Alaska Communications Group and
Spartacus Acquisition Corporation.
· Ben Rosenzweig is an experienced investor and public company director with expertise in capital allocation, corporate
governance and mergers and acquisitions. In addition to serving on the boards of directors of several public companies, he is
a Partner at Privet Fund Management and previously served as an investment banking analyst at Alvarez and Marsal.
About Bed Bath & Beyond

Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omnichannel retailer that makes it easy for our customers to feel at
home. The Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the
Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
Investors:
Susie A. Kim, ir@bedbath.com
Media:
Julie Strider, media@bedbath.com
Or
Jim Barron/Jared Levy

Sard Verbinnen & Co.
BBBY-SVC@sardverb.com
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934
including, but not limited to, the Company’s progress and anticipated progress towards its long-term objectives, as well as more
generally the status of its future liquidity and financial condition and its outlook for the Company’s 2021 fourth quarter and its 2021
fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate,
approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the
absence of those words does not necessarily mean that statements are not forward-looking. The Company’s actual results and future
financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors.
Such factors include, without limitation: general economic conditions including the housing market, a challenging overall
macroeconomic environment and related changes in the retailing environment; risks associated with the COVID-19 pandemic and the
governmental responses to it, including its impacts across the Company’s businesses on demand and operations, as well as on the
operations of the Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in response
to these risks; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic
factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts;
unusual weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing
pressures; liquidity; the ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational
changes and investments, including the Company’s strategic restructuring program and store network optimization strategies; the
ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise, logistical costs and
other costs and expenses; potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural
disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or
operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and
other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate mix of
digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s
development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly
changing retail and economic environment, including in response to the COVID-19 pandemic; uncertainty in financial markets;
volatility in the price of the Company’s common stock and its effect, and the effect of other factors, including the COVID-19 pandemic,
on the Company’s capital allocation strategy; risks associated with the ability to achieve a successful outcome for the Company’s
business concepts and to otherwise achieve its business strategies; the impact of intangible asset and other impairments; disruptions
to the Company’s information technology systems, including but not limited to security breaches of systems protecting consumer and
employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the
Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those
related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor
performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements,
including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of existing
tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; and foreign
currency exchange rate fluctuations. Except as required by law, the Company does not undertake any obligation to update its forward-
looking statements.
EXHIBIT 17
UNITED STATES
SCHEDULE 13D
(Rule 13d-101)

§ 240.13d-2(a)
(Amendment No. )1

(Name of Issuer)

075896100
(CUSIP Number)
RYAN NEBEL
(212) 451-2300
February 24, 2022
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

RC VENTURES LLC
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
DELAWARE
SHARES
EACH
REPORTING -0-
9,450,100
-0-
9,450,100
9.8%
OO

RYAN COHEN
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
CANADA
SHARES
EACH
REPORTING -0-
9,450,100
-0-
9,450,100
9.8%
IN
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of Bed Bath & Beyond Inc., a New York corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 650 Liberty Avenue, Union, New Jersey 07083.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) RC Ventures LLC, a Delaware limited liability company (“RC Ventures”), with respect to the Shares directly and
beneficially owned by it; and
(ii) Ryan Cohen, as the Manager of RC Ventures.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to
that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of RC Ventures and Mr. Cohen is P.O. Box 25250, PMB 30427, Miami, Florida 33102-5250.
(c) The principal business of RC Ventures is to hold investments. Mr. Cohen’s principal occupation is investing and entrepreneurial efforts,
including by serving as the Manager of RC Ventures. Mr. Cohen also serves as the Chairman of the board of directors of GameStop Corp., which
offers games, entertainment products and technology through its e-commerce properties and stores.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Cohen is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares beneficially owned by RC Ventures were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business). The aggregate purchase price of the 7,780,000 Shares directly owned by RC Ventures is
approximately $119,376,296, excluding brokerage commissions. The aggregate purchase price of the call options exercisable into 1,670,100 Shares
owned directly by RC Ventures is approximately $1,785,263, excluding brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may
endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in
private transactions including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
The Reporting Persons intend to engage in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding
opportunities to enhance shareholder value and improve corporate governance.
On March 6, 2022, the Reporting Persons delivered a letter to the Board (the “Letter”) encouraging the Board to adjust the Issuer’s strategy and
explore alternative paths to value creation. Specifically, the Reporting Persons expressed their belief that the Issuer should narrow its focus to
fortify operations and maintain the right inventory mix to meet demand, while simultaneously exploring strategic alternatives that include separating
buybuy Baby, Inc. and a full sale of the Issuer. The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions
discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and to communicate with the
Issuer’s management, Board and other interested parties about a broad range of operational and strategic matters, and may discuss a potential sale
of the Issuer or certain of its businesses or assets, in which the Reporting Persons may participate, as a means of enhancing shareholder value.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares,
conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with
management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers,
service providers and financing sources, about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning
changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure
(including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to
in Item 4.
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 96,337,713 Shares outstanding as of November
27, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2022.
As of the date hereof, RC Ventures directly beneficially owned 9,450,100 Shares, including 1,670,100 Shares underlying certain call options,
constituting approximately 9.8% of the Shares outstanding. Mr. Cohen, as the Manager of RC Ventures, may be deemed to beneficially own the
9,450,100 Shares directly beneficially owned by RC Ventures, constituting approximately 9.8% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b) By virtue of his position with RC Ventures, Mr. Cohen and RC Ventures may be deemed to have sole power to vote and dispose of the Shares
reported owned by RC Ventures.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of such
transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
RC Ventures has purchased exchange-listed American-style call options referencing an aggregate of 1,125,700 Shares, which have an exercise price
of $60.00 per Share and expire on January 20, 2023. RC Ventures has purchased exchange-listed American-style call options referencing an
aggregate of 44,400 Shares, which have an exercise price of $75.00 per Share and expire on January 20, 2023. RC Ventures has purchased exchange-
listed American-style call options referencing an aggregate of 500,000 Shares, which have an exercise price of $80.00 per Share and expire on
January 20, 2023.
On March 7, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing
Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
99.1 Letter to the Board, dated March 6, 2022.
99.2 Joint Filing Agreement by and between RC Ventures LLC and Ryan Cohen, dated March 7, 2022.
SIGNATURES
RC Ventures LLC
By: /s/ Ryan Cohen
Name: Ryan Cohen
Title: Manager
/s/ Ryan Cohen
Ryan Cohen
SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
Amount of Securities Date of
Nature of Transaction Purchased Price per Share ($) Purchase
RC VENTURES LLC
Purchase of Common Stock 1,000,000 14.7690 01/13/2022

* Exchange-listed American-style call options with expiration date of January 20, 2023.
RC Ventures LLC
March 6, 2022
650 Liberty Avenue
Attn: Board of Directors
Dear Members of the Board,
I write to you in my capacity as the Manager of RC Ventures LLC (together with its affiliates, “RC Ventures” or “we”), which is a top five
shareholder of Bed Bath & Beyond, Inc. (“Bed Bath” or the “Company”) with beneficial ownership of approximately 9.8% of the Company’s
outstanding shares.
We have carefully assessed Bed Bath’s assets, balance sheet, corporate governance, executive compensation, existing strategy and potential
alternatives. While we like Bed Bath’s brand and capital allocation policy, we have concerns about leadership’s compensation relative to
performance and its strategy for reigniting meaningful growth. Approximately 18 months after releasing a 170-page cover-the-waterfront plan, the
Company is struggling to reverse sustained market share losses, stem years-long share price declines and navigate supply chain volatility.
Meanwhile, the Company’s named executive officers were collectively awarded nearly $36 million in compensation last fiscal year – a seemingly
outsized sum for a retailer with a nearly $1.6 billion market capitalization.1
It is important to stress that we do not place significant emphasis on any one quarter or any one year when evaluating a business. We also do not
criticize a board of directors and management team when they are quietly laying a foundation for future growth and value creation. To the contrary,
we are maniacally focused on the long-term. But the issue at Bed Bath is that its highly-publicized and scattershot strategy is not ending the
tailspin that has persisted before, during and after the pandemic’s nadir and the appointment of Chief Executive Officer Mark Tritton. As evidence,
we point to the Company’s disappointing shareholder returns and perpetual underperformance across every relevant time horizon:2
TOTAL SHAREHOLDER RETURNS (“TSR”) 1-YEAR 3-YEAR 5-YEAR 10-YEAR CEO TENURE
Bed Bath -43.55% 10.67% -54.01% -69.32% 20.57%
S&P 500 16.47% 63.10% 98.81% 284.91% 46.11%
S&P Retail Select Industry Index -2.17% 77.53% 93.81% 197.68% 79.05%
Bed Bath’s Selected Peer Group3 19.70% 60.90% 98.22% 217.76% 71.88%
Almost two-and-a-half years into Mr. Tritton’s tenure, Bed Bath has underperformed the S&P Retail Select Industry Index by more than 58% on an
absolute basis and is looking at an approximately 29% decline in full-year sales from pre-pandemic levels.4 In the most recent quarter, core sales
dropped by 14% year-over-year and same-store sales dropped by 7% year-over-year.5 These results cannot be solely blamed on the pandemic
when other retailers are nearing or exceeding 2019 sales levels. That is why we feel compelled to scrutinize the viability of the Company’s extremely
ambitious and widely-touted strategy.
_____________________________
1 Company proxy statement for 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”).
2 TSR data, which was obtained via Bloomberg and includes reinvested dividends, runs through the close of trading on Friday, March 4, 2022.
3Peers include AAP, AZO, BIG, BURL, DKS, DDS, DG, DLTR, FL, GPS, KSS, BBWI, M, JWN, ODP, ORLY, ROST, TSCO, ULTA, W and WSM, but does not include
MIK because it went private in 2021.
4 The Company has guided approximately $7.9 billion in Fiscal Year 2021 sales and produced $11.159 billion of net sales in Fiscal Year 2019.
5 Company press release disclosing financial results for the Third Quarter of Fiscal Year 2021, issued on January 6, 2022.
RC Ventures LLC
In light of these circumstances, we hope you are open to adjusting Bed Bath’s strategy and exploring alternative paths to value creation. We
cannot imagine Bed Bath’s Board of Directors (the “Board”) is wedded to its current strategy when the independent members have made very few
open market purchases and appear to hold less than 0.5% of the Company’s shares in the aggregate (most of which has been granted at
shareholders’ expense).6 Similarly, we do not see how Mr. Tritton is in a position to dismiss our input when shareholders have compensated him to
the tune of approximately $27 million over the past two fiscal years – a number that exceeds what was paid to the chief executives of much larger
retailers such as Advanced Auto Parts (~$13 billion market capitalization), Dollar Tree (~$33 billion market capitalization), Kohl's (~$8 billion market
capitalization) and Macy's (~$7.5 billion market capitalization).7 Though we understand the pandemic was a major challenge, Mr. Tritton should
recognize that chief executives who are awarded outsized compensation and seek frequent publicity also invite much higher expectations when it
comes to growth and shareholder value creation.
At bottom, cracks have emerged in Bed Bath’s overly ambitious strategy. Leadership should assess whether a shrinking small-cap retailer with a
modest cash position and nearly $1.2 billion in debt can afford to roll the dice. We believe Bed Bath needs to narrow its focus to fortify operations
and maintain the right inventory mix to meet demand, while simultaneously exploring strategic alternatives that include separating buybuy Baby,
Inc. (“BABY”) and a full sale of the Company.
Our suggestions are as follows:
1. Bring Greater Focus to the Company’s Cumbersome Strategy – From our vantage point, Bed Bath’s strategy looks far better in a PowerPoint
deck than it does in practice. It is full of "principles" and "pillars" that high-priced management consultants probably thought would placate
information-hungry analysts and satisfy shareholders. However, we – and apparently a large portion of the market based on Bed Bath’s short
interest – doubt the Company can simultaneously buy back shares, cut expenses, invest in its infrastructure and growth, launch new offerings
and meet customer demand for core goods. This plan, at least in its present form, does not seem viable.
Our own experience taking Chewy from a start-up to the ultimate destination for pets leads us to believe that focusing on a core set of
objectives drives superior outcomes. In the case of Bed Bath, it appears that trying to execute on dozens of initiatives at once is leading to
dozens of mediocre outcomes. We believe the Company would have been better served by front-loading the modernization of its supply chain
and technology stack before engaging in more fanciful pursuits. Similarly, we feel managing the core product catalog and sustaining the right
inventory mix for customers amidst the supply-constrained environment should have been fully prioritized over meeting management’s
October 2020 pledge to launch various private label brands in 18 months. We suspect Bed Bath will benefit more at this stage by bringing
simplicity to its plan: finish fortifying the infrastructure, make remaining store fleet improvements, and prioritize core assortment and inventory
fixes to meet near-term demand.
_____________________________
6 Company proxy statement for 2021 Annual Meeting and Form 4 filings.
7 Company proxy statement for 2021 Annual Meeting.
RC Ventures LLC
We also believe management made an avoidable mistake in Fiscal Year 2021 by giving into Wall Street’s short-term information desires and
providing guidance. The Company faced the pandemic, an unprecedented supply chain environment and its own turnaround. Leadership
ultimately set itself up for failure and recently had to materially revise guidance, which we believe it should have never issued in the first
place:8
Metric Prior Fiscal Year 2021 Guidance Revised Fiscal Year 2021 Guidance
Sales $8.1 Billion to $8.3 Billion Approximately $7.9 Billion
Same-Store Sales Low Double-Digits High Single-Digits
Adjusted SG&A Approximately 32% Approximately 34%
Adjusted EBITDA $425 Million to $465 Million $290 Million to $310 Million
In light of our long-term focus, we are not an investor that demands guidance. In fact, we appreciate that Apple, one of our long-term
holdings, suspended guidance amidst pandemic-related uncertainty and has never given away a detailed strategy for all of its competitors to
see. We dislike when a management team spends time accommodating Wall Street, engaging with television pundits and telegraphing
forecasts to the competition. We believe management’s time is best spent focusing on execution that drives a better customer experience and
tangible value creation.
2. Seek to Monetize the Ultimate Destination for Babies – Another path that can streamline Bed Bath’s strategy and unlock value trapped
within the Company’s underperforming shares is a sale or spin-off of the BABY banner. Given that BABY is estimated to reach $1.5 billion in
sales in Fiscal Year 2023 with a double-digit growth profile and at least 50% digital penetration, we believe it is likely much more valuable than
the Company’s entire market capitalization today.9 Assuming continued growth and low double-digit margins, we estimate that BABY could be
valued at a double-digit earnings multiple on a standalone basis. We believe under the right circumstances, BABY could be valued on a
revenue multiple, like other ecommerce-focused retailers, and justify a valuation of several billion dollars.
In the event Bed Bath pursued a full or partial sale of BABY, it could position itself to pay off debt, put cash on the balance sheet and
continue reducing its share count, thereby creating significant value for shareholders. Spinning off shares of BABY would be an even more
efficient way to transfer value to shareholders. Notably, BABY’s high online penetration would likely ease operational hurdles. We assume
Bed Bath and BABY could still have a shared services agreement to maintain an omnichannel experience for customers.
3. Evaluate a Full Sale to a Well-Capitalized Acquirer – The final path we want to raise for consideration is a full sale of Bed Bath, in its current
form, to one of the many well-capitalized financial sponsors with track records in the retail and consumer sectors and the ability to pay a
meaningful premium. The past 10 years have shown that Bed Bath faces a difficult existence in the public market. The market is not giving the
Company nearly enough credit for BABY’s value. A sale that can lock in a substantial premium for shareholders and provide Bed Bath the
flexibility of the private market could be an ideal outcome for customers, employees and investors.
_____________________________
8 Page 14 of the Company’s Third Quarter Fiscal Year 2021 earnings presentation, which was released on January 6, 2022.
9 Page 121 of the Company’s Investor Day presentation, which was released on October 28, 2020.
RC Ventures LLC
We believe Bed Bath presently satisfies financial sponsors’ interest in specialty retailers with recognizable brands, niche assets and sub-
banners, and margin expansion opportunities. A private market participant with a long-term vision could unlock meaningful value by running
the core business for cash and initiating a public offering for BABY at the optimal time. After stripping out the sizable costs of being a public
company and setting a more focused strategy, we suspect Bed Bath’s core business — excluding BABY — could generate attractive earnings.
4. Strengthen Leadership’s Alignment with Shareholders – We are supportive of corporate leaders receiving significant compensation when
they produce superior shareholder returns. But when it comes to Bed Bath, we contend there need to be improvements to the Company’s
executive compensation structure and a stronger ownership mentality in the boardroom. We believe these improvements should be made
regardless of the Company’s strategic direction.
Hopefully leadership acts with urgency to implement the aforementioned suggestions. Given that I am the Chairman of GameStop and overseeing a
systematic transformation, I am not in a position to join Bed Bath’s Board and personally drive the initiatives outlined in this letter. This does not
mean, however, that RC Ventures will not seek to hold the Board and management accountable if necessary.
Sincerely,
Ryan Cohen
Manager
RC Ventures LLC
###
4
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par
value $0.01 per share, of Bed Bath & Beyond Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
RC Ventures LLC
By: /s/ Ryan Cohen
Name: Ryan Cohen
Title: Manager
/s/ Ryan Cohen
Ryan Cohen
EXHIBIT 18
UNITED STATES
______________________
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported) April 13, 2022
New York 0-20214 11-2250488
(908) 688-0888

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
On April 13, 2022, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth
quarter and full year ended February 26, 2022. A copy of this press release is attached hereto as Exhibit 99.1.
On April 13, 2022, the Company published an Investor Presentation for its fiscal fourth quarter ended February 26, 2022 as noted in the press
The information in this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished under Items 2.02 and 7.01 and shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
(d) Exhibits:

99.1 Press Release issued by Bed Bath & Beyond Inc. on April 13, 2022.
99.2 Investor Presentation for the fiscal fourth quarter ended February 26, 2022.
SIGNATURES
(Registrant)
Date: April 13, 2022 By: /s/ Gustavo Arnal
Gustavo Arnal
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Exhibit 99.1
BED BATH & BEYOND INC. REPORTS FISCAL 2021 FOURTH QUARTER RESULTS
(ENDING FEBRUARY 26th, 2022)
Q4 Net Sales of $2,051M; Comparable Sales of (12)% Impacted by Ongoing Supply Chain and Inventory Availability
Challenges
Q4 GAAP Gross Margin of 28.3%; Adjusted Gross Margin of 28.8% including 360bps of Higher than Expected, Escalating
Supply Chain Costs
Excluding Supply Chain Cost Increases, Q4 Adjusted Gross Margin of 32.4%
Second Year of Transformation to Continue in Fiscal 2022
UNION, New Jersey, April 13, 2022 --- Bed Bath & Beyond Inc. (Nasdaq: BBBY) today reported financial results for the fourth
quarter of Fiscal 2021 ended February 26, 2022.
February 26, February 27, Diff February 26, February 27, Diff
2022 2021 2022 2021
Net Sales $2,051 $2,619 (22)% $2,051 $2,619 (22)%
Core1 Sales $2,051 $2,390 (14)%
Gross Margin 28.3% 31.5% -320bps 28.8% 32.8% -400bps

Net (Loss) Income ($159) $9 ($168) ($82) $47 ($129)

Adjusted2 EBITDA ($30) $168 ($198)
Adjusted2 EBITDA Margin (1.4)% 6.4% -780bps
EPS - Diluted ($1.79) $0.08 ($1.87) ($0.92) $0.40 ($1.32)
Mark Tritton, Bed Bath & Beyond’s President and CEO said, “We are disappointed that our sales and gross margin performance
does not reflect our team's hard work and execution against both strategic and transformation efforts in 2021. Macroeconomic factors,
such as the disruption of the global supply chain, the Omicron variant, as well as the geopolitical turbulence weighing on consumer
confidence, have uncovered more vulnerabilities than we could have foreseen at this stage of our transformation, as we completely
rebuild the foundation of our business.”
“The lack of available inventory to sell proved to be a continuing impediment to sales through the remainder of the fourth quarter and
into the early part of fiscal 2022. Specifically, despite our overall inventory levels, product in transit, not available for sale or held at
port remained abnormally high, particularly in key items. We estimate an impact of approximately $175 million to our fourth quarter
sales, or a high-single digit deficit, as a result of a lack of in-stock availability in our Bed Bath banner. Positive product-related margin
expansion associated with our Owned Brands, pricing and promo optimization were offset by escalating supply chain costs. "
"Encouragingly, buybuy BABY delivered its sales goal for the quarter which led to $1.4 billion in sales for the full year, growing double
digit, at an estimated mid-single digit adjusted EBITDA margin. Our buybuy BABY and Harmon banners demonstrate our ability to
achieve stabilization and growth when there is strength in the face of macroeconomic factors given its domestic supply chain, as well
as different key product demand such as apparel and gear versus our Bed Bath banner.”
“Fiscal 2021 was a year of rebuilding in the face of substantial industry and operational headwinds during the first year of our
transformation. While our operational execution may have thwarted our near-term efforts, our focus also remains on our long-term
strategy and transformation. The extraordinary circumstances we face today, burdened by the lingering effects of our previous
infrastructure, have continued to impact our near-term visibility and performance. As we progress through 2022, the investments we
are making in our supply chain and technological foundation are designed to greatly improve our proficiencies, enabling us to
overcome the types of challenges we are facing currently. The core tenets of our strategy are sound, and we will improve our
operational deficits by learning from our experiences and leveraging the strength of our dedicated teams to renew our business for
long-term growth.” concluded Mr. Tritton.
Q4 Highlights
•Net Sales of $2,051M declined (22)%, reflecting a (8)% decline related to a planned reduction from non-core banner divestitures and
a Core1 Sales decline of (14)%
▪ Core1 Net Sales decline primarily due to the impact of fleet optimization and Comparable3 Sales
•Comparable3 Sales decline of (12)% versus Q4 2020 and a decline of (8)% versus Q4 2019
▪Bed Bath & Beyond banner Comparable3 Sales decline of (15)%; buybuy BABY banner growth of +low-single digits
▪Normalizing demand within e-commerce versus last year impacted both Bed Bath & Beyond and buybuy BABY, as Comparable3
Sales declined (18)% in the digital channel
•Inventory availability challenges had an estimated impact of $175 million, or high-single digit, impact to Net Sales in the quarter driven
by the Bed Bath & Beyond banner
▪Product in transit, not available for sale or held at port remained abnormally high
•buybuy BABY Comparable Sales of positive low-single digits fueled by mid-teens growth in stores
•GAAP Gross Margin of 28.3%; Adjusted2 Gross Margin of 28.8%
▪Adjusted² Gross Margin reflects decline of 400bps vs. Q4 2020 primarily due to product cost increases of 40 basis points net of
product, pricing and promotional optimization, as well as 360 basis points primarily related to transient port fees and freight and
shipping inflation
▪Freight and shipping cost increases included unexpected, higher than anticipated inflation of 170 basis points, first-time port-related
fees of 100 basis points, and warehouse-related inventory adjustments of 90 basis points as year finalized.
▪Excluding the aforementioned supply chain costs escalations, Q4 Adjusted2 Gross Margin of 32.4%
•Cash Flow from Operations of approximately $0.3 billion and Free Cash Flow of $0.2 billion
•Completion of $1 Billion share repurchase program ahead of Fiscal 2023 plans, reflecting $230 million of repurchases in Q4 2021 and
$40 million in March 2022
•Company continues to demonstrate strong liquidity with cash, cash equivalents, restricted cash and investments of $0.5 billion in the
fiscal 2021 fourth quarter and Total Liquidity4 of approximately $1.4 billion
Fiscal 2021 Fourth Quarter Results (ending February 26, 2022)

Net sales of $2,051 billion declined (22)%, reflecting a Core1 banner sales decline of (14)% and an (8)% decline related to a planned
reduction from non-core banner divestitures.
•Core1 sales performance versus last year were primarily driven by a decrease in Bed Bath & Beyond banner sales.
Comparable3 Sales decreased (12)% compared to the prior year period and (8)% compared to the fiscal 2019 fourth quarter. By
channel, Comparable3 Sales declined (8)% in Stores and (18)% in Digital versus the fiscal 2020 fourth quarter.
•Comparable3 Sales reflects an estimated 2% impact from fleet optimization activity when compared to the fiscal 2020 fourth quarter.
Bed Bath & Beyond banner Comparable3 Sales decreased (15)% compared to the prior year period and decreased (9)% compared
to the fiscal 2019 fourth quarter. Results exclude the Company's previously announced store fleet optimization program, which began
in the second half of the prior fiscal year.
•Comparable3 Sales in key destination categories, which include Bedding, Bath, Kitchen Food Prep, Indoor Decor and Home
Organization, declined (17)% compared to the 2020 fiscal fourth quarter and (5)% compared to the 2019 fiscal fourth quarter.
These categories represented approximately two-thirds of total Bed Bath & Beyond banner sales in the fiscal 2021 fourth quarter.
The buybuy BABY banner delivered positive growth with Comparable Sales increasing in the low-single digits compared to the fiscal
2020 fourth quarter, driven by double-digit growth in stores and a mid-single digit decline in digital.
GAAP Gross Margin was 28.3% for the quarter. Excluding special items, Adjusted2 Gross Margin was 28.8%, reflecting a 360 basis
point negative impact from transient supply chain headwinds and a 40 basis point decrease in merchandise margins compared to last
year. Freight and shipping costs included unexpected, higher than anticipated inflation of 170 basis points, first-time port-related fees
of 100 basis points, and warehouse-related inventory adjustments of 90 basis points as year finalized. Excluding the aforementioned
supply chain cost escalations, Q4 Adjusted2 Gross Margin of 32.4%
SG&A expense on both a GAAP and Adjusted2 basis remain at lower levels compared to the prior year period, primarily due to cost
reductions including divestitures of non-core assets and lower rent and occupancy expenses on a lower store base. SG&A Margin for
the quarter increased on a GAAP and Adjusted2 basis versus last year due to lower Net Sales.
Adjusted2 EBITDA for the period was ($30) million reflecting lower Net Sales and lower Adjusted2 Gross Margin.
Net Loss per diluted share of ($1.79) for the quarter reflected approximately $0.87 of special items for the quarter. Excluding special
items, Adjusted2 Net Loss per diluted share was ($0.92). Special items during the fourth quarter included restructuring and
transformation initiative charges such as costs associated with the Company’s transformation initiatives, including store closures
related to the Company's fleet optimization. Adjusted2 Net Loss per diluted share also reflects a current and deferred income tax
benefit on the Company’s Adjusted2 Pre-Tax Loss.
During the quarter, the Company generated positive operating cash flow of approximately $0.3 billion. Free Cash Flow5 w a s
approximately $0.2 billion as a result of $0.1 billion of planned capital expenditures in connection with store remodels, supply chain and
information technology systems.
The Company returned approximately $230 million in capital to shareholders through share repurchases in the fiscal 2021 fourth
quarter and approximately $40 million during March 2022, bringing its share repurchase program to completion. As initially announced
in November 2021, the Company announced plans to accelerate its $1 billion three-year share repurchase program from fiscal 2022
and fiscal 2023.
Cash, cash equivalents, restricted cash and investments totaled approximately $0.5 billion in the fiscal 2021 fourth quarter. Total
Liquidity4 was healthy at approximately $1.4 billion as of fiscal 2021 fourth quarter, including the Company’s asset based revolving
credit facility which remains untapped.
Fiscal 2022 Outlook Commentary
At this time, the Company is providing the following outlook parameters for fiscal 2022:
-Sequential Comparable3 Sales improvement to occur in the second half of fiscal 2022 versus the first half of fiscal 2022 based on
anticipated improvement in supply chain conditions
-Adjusted² Gross Margin to expand modestly versus last year based on improvement in the second half of fiscal 2022
-Adjusted2 SG&A expense approximately flat to last year; $100 million optimization plan aims to offset inflation as previously
announced
-Higher Adjusted2 EBITDA versus last year for the second half of fiscal 2022 based on the aforementioned Comparable3 Sales and
Adjusted² Gross Margin commentary
The Company will provide further commentary and context for its fiscal 2022 outlook during its conference call as well as in its
investor presentation available on the investor relations section of the Company's website at http://bedbathandbeyond.gcs-
web.com/investor-relations.
Fiscal 2021 Fourth Quarter Conference Call and Investor Presentation

Bed Bath & Beyond Inc.’s fiscal 2021 fourth quarter conference call with analysts and investors will be held today at 8:15am EDT
and may be accessed by dialing 1-404-400-0571, or if international, 1-866-374-5140, using conference ID number 64632327#. A live
audio webcast of the conference call, along with the earnings press release, investor presentation and supplemental financial
disclosures, will also be available on the investor relations section of the Company's website at http://bedbathandbeyond.gcs-
web.com/investor-relations. The webcast will be available for replay after the call for a period of at least one year.
The Company has also made available an Investor Presentation on the investor relations section of the Company's website at
(1) The Company’s four Core banners include Bed Bath & Beyond, buybuy BABY, Harmon Face Values and Decorist.
(2) Adjusted items refer to comparable sales as well as financial measures that are derived from measures calculated in accordance with GAAP, which have been
adjusted to exclude certain items. Adjusted Gross Margin, Adjusted SG&A, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS - Diluted are non-
GAAP financial measures. For more information about non-GAAP financial measures, see “Non-GAAP Information” below.
(3) Comparable Sales reflects the year-over-year change in sales from the Company's retail channels, including stores and digital, that have been operating for twelve
full months following the opening period (typically six to eight weeks). Comparable Sales excludes the impact of the Company's store network optimization
program.
(4) Total Liquidity includes cash & investments and availability under the Company’s asset-based revolving credit facility.
(5) Free Cash Flow is defined as operating cash flow less capital expenditures.
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omnichannel retailer that makes it easy for our customers to feel at
home. The Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the
The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca,

harmondiscount.com, facevalues.com, and decorist.com. As of November 27, 2021, the Company had a total of 995 stores, including
809 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 133 buybuy BABY stores and 53
stores under the names Harmon, Harmon Face Values or Face Values. During the fiscal 2021 fourth quarter, the Company opened
two stores including one Bed Bath & Beyond store and one buybuy BABY store. Additionally during the fiscal 2021 fourth quarter,
the Company closed 5 stores including 4 Bed Bath & Beyond stores and one Harmon store. The joint venture to which the Company
is a partner operates 10 stores in Mexico under the name Bed Bath & Beyond.
This press release contains certain non-GAAP information, including adjusted earnings before interest, income taxes, depreciation and
amortization ("EBITDA"), adjusted EBITDA margin, adjusted gross margin, adjusted SG&A, adjusted net earnings per diluted
share, and free cash flow. Non-GAAP information is intended to provide visibility into the Company’s core operations and excludes
special items, including non-cash impairment charges related to certain store-level assets and tradenames, loss on sale of
businesses, loss on the extinguishment of debt, charges recorded in connection with the restructuring and transformation initiatives,
which includes accelerated markdowns and inventory reserves related to the planned assortment transition to Owned Brands and
costs associated with store closures related to the Company's fleet optimization and the income tax impact of these items. The
Company’s definition and calculation of non-GAAP measures may differ from that of other companies. Non-GAAP financial
measures should be viewed in addition to, and not as an alternative for, the Company’s reported GAAP financial results. For a
reconciliation to the most directly comparable US GAAP measures and certain information relating to the Company’s use of Non-
GAAP financial measures, see “Non-GAAP Financial Measures” below.
This press release contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934
including, but not limited to, the Company’s progress and anticipated progress towards its long-term objectives, as well as more
generally the status of its future liquidity and financial condition and its outlook for the Company’s 2021 fourth quarter and its 2021
fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate,
approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence
of those words does not necessarily mean that statements are not forward-looking. The Company’s actual results and future financial
condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such
factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic
environment and related changes in the retailing environment; risks associated with the COVID-19 pandemic and the governmental
responses to it, including its impacts across the Company’s businesses on demand and operations, as well as on the operations of the
Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in response to these risks;
consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may
impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather
patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the
ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational changes and
investments, including the Company’s strategic restructuring program and store network optimization strategies; the ability to attract
and retain qualified employees in all areas of the organization; the cost of labor, merchandise, logistical costs and other costs and
expenses; potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters,
pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational
instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms
to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate mix of digital and
physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s development
of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly changing retail
and economic environment, including in response to the COVID-19 pandemic; uncertainty in financial markets; volatility in the price
of the Company’s common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on the
Company’s capital allocation strategy; risks associated with the ability to achieve a successful outcome for the Company’s business
concepts and to otherwise achieve its business strategies; the impact of intangible asset and other impairments; disruptions to the
Company’s information technology systems, including but not limited to security breaches of systems protecting consumer and
employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the
Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those
related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor
performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements,
including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of existing
tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; and foreign
currency exchange rate fluctuations. Except as required by law, the Company does not undertake any obligation to update its
forward-looking statements.
Contacts


(unaudited)
Three Months Ended Twelve Months Ended

February 26, February 27, February 26, February 27,
2022 2021 2022 2021
Net sales $ 2,051,396 $ 2,619,141 $ 7,867,778 $ 9,233,028
Cost of sales 1,471,588 1,793,653 5,384,287 6,114,947
Gross profit 579,808 825,488 2,483,491 3,118,081
Loss on sale of businesses - 22,705 18,221 1,062
Operating loss (165,481) (23,652) (407,578) (336,887)
Loss before (benefit) provision for income taxes (182,290) (42,218) (472,656) (336,762)
(Benefit) provision from income taxes (23,185) (51,277) 86,967 (185,989)
Net (loss) income $ (159,105) $ 9,059 $ (559,623) $ (150,773)
Net (loss) income per share - Basic $ (1.79) $ 0.08 $ (5.64) $ (1.24)
Net (loss) income per share - Diluted $ (1.79) $ 0.08 $ (5.64) $ (1.24)

Dividends declared per share $ - $ - $ - $ -

The following table reconciles non-GAAP financial measures presented in this press release or that may be presented on the
Company’s fourth quarter conference call with analysts and investors. The Company believes that these non-GAAP financial
measures provide management, analysts, investors and other users of the Company’s financial information with meaningful
supplemental information regarding the performance of the Company’s business. These non-GAAP financial measures should not be
considered superior to, but in addition to other financial measures prepared by the Company in accordance with GAAP, including
comparisons of year-to-year results. The Company’s method of determining these non-GAAP financial measures may be different
from other companies’ methods and, therefore, may not be comparable to those used by other companies. As such, the Company
does not recommend the sole use of these non-GAAP measure to assess its financial and earnings performance. For reasons noted
above, the Company is presenting certain non-GAAP financial measures for its fiscal 2021 fourth quarter. In order for investors to be
able to more readily compare the Company’s performance across periods, the Company has included comparable reconciliations for
the 2020 period in the reconciliation tables below. The Company is not providing a reconciliation of its guidance with respect to
Adjusted EBITDA because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty
and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized.
For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be
material to future results.
(unaudited)
Three Months Ended February 26, 2022

Excluding
Restructuring
and Total
Loss on Sale Transformation Impairment income tax
Reported of Businesses Expenses charges impact Total Impact Adjusted
Gross Profit $ 579,808 $ - $ 10,021 $ - $ - $ 10,021 $ 589,829
Gross margin 28.3% -% 0.5% -% -% 0.5% 28.8%
Restructuring and
transformation initiative
expenses 44,625 - (44,625) - - (44,625) -
(Loss) earnings before
benefit for income taxes (182,290) - 54,646 18,059 - 72,705 (109,585)
Tax benefit (23,185) - - - (4,852) (4,852) (28,037)
Effective tax rate 12.7% 12.9% 12.9% 25.6%
Net (loss) income $ (159,105) $ - $ 54,646 $ 18,059 $ 4,852 $ 77,557 $ (81,548)
Net loss per share -

Diluted $ (1.79) $ 0.87 $ (0.92)
Weighted average
shares outstanding-
Basic 88,683 88,683 88,683
Weighted average
shares outstanding-
Diluted 88,683 (1) 88,683 88,683
Reconciliation of Net Income (loss) to EBITDA and

Adjusted EBITDA
Net (loss) income $ (159,105) $ - $ 54,646 $ 18,059 $ 4,852 $ 77,557 $ (81,548)
Depreciation and
amortization 78,884 - (15,744) - - (15,744) 63,140
Interest expense 16,809 - - - - - 16,809
Tax benefit (23,185) - - - (4,852) (4,852) (28,037)
EBITDA $ (86,597) $ - $ 38,902 $ 18,059 $ - $ 56,961 $ (29,636)
EBITDA as % of net
sales (1.4)%
(1) If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are
equivalent to basic weighted average shares outstanding.
Three Months Ended February 27, 2021

Excluding
Restructuring
Loss on Sale and
of Transformation Impairment Total income
Reported Businesses Expenses Charges tax impact Total Impact Adjusted
Gross Profit $ 825,488 $ - $ 33,198 $ - $ - $ 33,198 $ 858,686
Gross margin 31.5% -% 1.3% -% -% 1.3% 32.8%
Restructuring and
transformation initiative
expenses 54,554 - (54,554) - - (54,554) -
(benefit) provision for
income taxes (42,218) 22,705 87,752 8,883 - 119,340 77,122
Tax (benefit) provision (51,277) - - - 81,297 81,297 30,020
Effective tax rate 121.5% (82.6)% (82.6)% 38.9%
Net income (loss) $ 9,059 $ 22,705 $ 87,752 $ 8,883 $ (81,297) $ 38,043 $ 47,102
Net earnings per share -

Diluted $ 0.08 $ 0.32 $ 0.40
Weighted average shares
outstanding- Basic 115,055 115,055 115,055
outstanding- Diluted 117,286 117,286 117,286
Reconciliation of Net (Loss) Income to EBITDA and

Adjusted EBITDA
Net income (loss) $ 9,059 $ 22,705 $ 87,752 $ 8,883 $ (81,297) $ 38,043 $ 47,102
Depreciation and
amortization 78,328 - (6,141) - - (6,141) 72,187
Interest expense 18,566 - - - - - 18,566
Tax (benefit) provision (51,277) - - - 81,297 81,297 30,020
EBITDA $ 54,676 $ 22,705 $ 81,611 $ 8,883 $ - $ 113,199 $ 167,875
EBITDA as % of net sales 6.4%
(1) If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are
equivalent to basic weighted average shares outstanding.

Condensed Consolidated Balance Sheets
(unaudited)
February 26, 2022 November 27, 2021 February 27, 2021
Assets
Current assets:
Property and equipment, net 1,027,387 923,977 918,418
Other assets 157,962 162,435 311,821
Total Assets $ 5,130,572 $ 5,656,638 $ 6,456,930
Long term debt 1,179,776 1,179,682 1,190,363
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or
outstanding - - -
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,146,
344,140 and 343,241 shares, respectively; outstanding 81,979, 96,338 and 109,621
shares, respectively 3,441 3,441 3,432
Total shareholders' equity 174,145 553,613 1,276,936
Total liabilities and shareholders' equity $ 5,130,572 $ 5,656,638 $ 6,456,930

Three Months Ended Twelve Months Ended
February 26, 2022 February 27, 2021 February 26, 2022 February 27, 2021
Net (loss) earnings $ (159,105) $ 9,059 $ (559,623) $ (150,773)
Adjustments to reconcile net (loss) earnings to net cash provided by
operating activities:
Depreciation and amortization 78,884 78,328 293,626 340,912
Stock-based compensation 8,186 8,530 35,061 31,594
Deferred income taxes (726) 192,095 125,711 148,741
Loss on sale of businesses - 22,705 18,221 1,062
Loss (gain) on debt extinguishment - - 376 (77,038)
Other (782) (524) (8,298) (396)
Merchandise inventories 187,183 156,182 (53,339) 64,947
Other current assets 327,164 (385,492) 387,746 (387,172)
Other assets 689 1,196 607 1,519
Accounts payable (60,377) 70,843 (132,785) 168,556
Accrued expenses and other current liabilities (120,741) (82,217) (100,356) 15,538
Merchandise credit and gift card liabilities 12,430 9,089 13,981 (12,110)
Income taxes payable (10,097) 63,834 (11,257) 54,958
Operating lease assets and liabilities, net 2,545 (43,621) (14,162) (32,813)
Other liabilities (718) (33,184) (14,186) (26,758)
Net cash provided by operating activities 282,594 75,706 17,854 268,108
Purchase of held-to-maturity investment securities - - (29,997) -
Redemption of held-to-maturity investment securities - - 30,000 386,500
Net proceeds from sale of businesses - 51,748 5,000 534,457
Capital expenditures (121,715) (65,761) (354,185) (183,077)
Net cash (used in) provided by investing activities (121,715) (14,013) (349,182) 737,880
Borrowing of long-term debt - - - 236,400
Repayments of long-term debt (5) - (11,360) (457,827)
Repayments of finance leases (1,033) - (1,033) -
Prepayment under share repurchase agreement - (47,550) - (47,550)
Repurchase of common stock, including fees (230,510) (102,828) (589,433) (332,529)
Payment of dividends 18 (45) (749) (23,108)
Payment of deferred financing fees - - (3,443) (7,690)
Net cash used in financing activities (231,530) (150,423) (606,018) (632,304)
Effect of exchange rate changes on cash, cash equivalents, and
restricted cash 1,094 1,747 1,006 5,075
Net (decrease) increase in cash, cash equivalents and restricted cash (69,557) (86,983) (936,340) 378,759
Change in cash balances classified as held-for-sale - - - 4,815
Net (decrease) increase in cash, cash equivalents and restricted cash (69,557) (86,983) (936,340) 383,574
Beginning of period 540,441 1,494,207 1,407,224 1,023,650
End of period $ 470,884 $ 1,407,224 $ 470,884 $ 1,407,224
2 T h i s p r e s e n t a t i o n c o n t a i n s f o r w a r d - l o o k i n g s t a t e m e n t s w i t h i n t h e m e a n i n g o f S e c t i o n 2 1 E o f t h e S e c u r i t i e s E x c h a n g e A c t o f 1 9 3 4 i n c l u d i n g , b u t n o t l i m i t e d t o , t h e C o m p a n y ’ s p r o g r e s s a n d a n t i c i p a t e d p r o g r e s s t o w a r d s i t s l o n g - t e r m o b j e c t i v e s , a s w e l l a s m o r e g e n e r a l l y t h e s t a t u s o f i t s f u t u r e l i q u i d i t y a n d f i n a n c i a l c o n d i t i o n a n d i t s o u t l o o k f o r t h e C o m p a n y ’ s f i s c a l 2 0 2 2 f i r s t q u a r t e r a n d f o r i t s 2 0 2 2 f i s c a l y e a r . M a n y o f t h e s e f o r w a r d - l o o k i n g s t a t e m e n t s c a n b e i d e n t i f i e d b y u s e o f w o r d s s u c h a s m a y , w i l l , e x p e c t , a n t i c i p a t e , a p p r o x i m a t e , e s t i m a t e , a s s u m e , c o n t i n u e , m o d e l , p r o j e c t , p l a n , g o a l , p r e l i m i n a r y , a n d s i m i l a r w o r d s a n d p h r a s e s , a l t h o u g h t h e a b s e n c e o f t h o s e w o r d s d o e s n o t n e c e s s a r i l y m e a n t h a t s t a t e m e n t s a r e n o t f o r w a r d - l o o k i n g . T h e C o m p a n y ’ s a c t u a l r e s u l t s a n d f u t u r e f i n a n c i a l c o n d i t i o n m a y d i f f e r m a t e r i a l l y f r o m t h o s e e x p r e s s e d i n a n y s u c h f o r w a r d - l o o k i n g s t a t e m e n t s a s a r e s u l t o f m a n y f a c t o r s . S u c h f a c t o r s i n c l u d e , w i t h o u t l i m i t a t i o n : g e n e r a l e c o n o m i c c o n d i t i o n s i n c l u d i n g t h e h o u s i n g m a r k e t , a c h a l l e n g i n g o v e r a l l m a c r o e c o n o m i c e n v i r o n m e n t a n d r e l a t e d c h a n g e s i n t h e r e t a i l i n g e n v i r o n m e n t ; r i s k s a s s o c i a t e d w i t h t h e C O V I D - 1 9 p a n d e m i c a n d t h e g o v e r n m e n t a l r e s p o n s e s t o i t , i n c l u d i n g i t s i m p a c t s a c r o s s t h e C o m p a n y ’ s b u s i n e s s e s o n d e m a n d a n d o p e r a t i o n s , a s w e l l a s o n t h e o p e r a t i o n s o f t h e C o m p a n y ’ s
s u p p l i e r s a n d o t h e r b u s i n e s s p a r t n e r s , a n d t h e e f f e c t i v e n e s s o f t h e C o m p a n y ’ s a c t i o n s t a k e n i n r e s p o n s e t o t h e s e r i s k s ; c o n s u m e r p r e f e r e n c e s , s p e n d i n g h a b i t s a n d a d o p t i o n o f n e w t e c h n o l o g i e s ; d e m o g r a p h i c s a n d o t h e r m a c r o e c o n o m i c f a c t o r s t h a t m a y i m p a c t t h e l e v e l o f s p e n d i n g f o r t h e t y p e s o f m e r c h a n d i s e s o l d b y t h e C o m p a n y ; c i v i l d i s t u r b a n c e s a n d t e r r o r i s t a c t s ; u n u s u a l w e a t h e r p a t t e r n s a n d n a t u r a l d i s a s t e r s ; c o m p e t i t i o n f r o m e x i s t i n g a n d p o t e n t i a l c o m p e t i t o r s a c r o s s a l l c h a n n e l s ; p r i c i n g p r e s s u r e s ; l i q u i d i t y ; t h e a b i l i t y t o a c h i e v e a n t i c i p a t e d c o s t s a v i n g s , a n d t o n o t e x c e e d a n t i c i p a t e d c o s t s , a s s o c i a t e d w i t h o r g a n i z a t i o n a l c h a n g e s a n d i n v e s t m e n t s , i n c l u d i n g t h e C o m p a n y ’ s s t r a t e g i c r e s t r u c t u r i n g p r o g r a m a n d s t o r e n e t w o r k o p t i m i z a t i o n s t r a t e g i e s ; t h e a b i l i t y t o a t t r a c t a n d r e t a i n q u a l i f i e d e m p l o y e e s i n a l l a r e a s o f t h e o r g a n i z a t i o n ; t h e c o s t o f l a b o r , m e r c h a n d i s e , l o g i s t i c a l c o s t s a n d o t h e r c o s t s a n d e x p e n s e s ; p o t e n t i a l s u p p l y c h a i n d i s r u p t i o n d u e t o t r a d e r e s t r i c t i o n s o r o t h e r w i s e , a n d o t h e r f a c t o r s s u c h a s n a t u r a l d i s a s t e r s , p a n d e m i c s , i n c l u d i n g t h e C O V I D - 1 9 p a n d e m i c , p o l i t i c a l i n s t a b i l i t y , l a b o r d i s t u r b a n c e s , p r o d u c t r e c a l l s , f i n a n c i a l o r o p e r a t i o n a l i n s t a b i l i t y o f s u p p l i e r s o r c a r r i e r s , a n d o t h e r i t e m s ; t h e a b i l i t y t o f i n d s u i t a b l e l o c a t i o n s a t a c c e p t a b l e o c c u p a n c y c o s t s a n d o t h e r t e r m s t o s u p p o r t t h e C o m p a n y ’ s p l a n s
f o r n e w s t o r e s ; t h e a b i l i t y t o e s t a b l i s h a n d p r o f i t a b l y m a i n t a i n t h e a p p r o p r i a t e m i x o f d i g i t a l a n d p h y s i c a l p r e s e n c e i n t h e m a r k e t s i t s e r v e s ; t h e a b i l i t y t o a s s e s s a n d i m p l e m e n t t e c h n o l o g i e s i n s u p p o r t o f t h e C o m p a n y ’ s d e v e l o p m e n t o f i t s o m n i c h a n n e l c a p a b i l i t i e s ; t h e a b i l i t y t o e f f e c t i v e l y a n d t i m e l y a d j u s t t h e C o m p a n y ’ s p l a n s i n t h e f a c e o f t h e r a p i d l y c h a n g i n g r e t a i l a n d e c o n o m i c e n v i r o n m e n t , i n c l u d i n g i n r e s p o n s e t o t h e C O V I D - 1 9 p a n d e m i c ; u n c e r t a i n t y i n f i n a n c i a l m a r k e t s ; v o l a t i l i t y i n t h e p r i c e o f t h e C o m p a n y ’ s c o m m o n s t o c k a n d i t s e f f e c t , a n d t h e e f f e c t o f o t h e r f a c t o r s , i n c l u d i n g t h e C O V I D - 1 9 p a n d e m i c , o n t h e C o m p a n y ’ s c a p i t a l a l l o c a t i o n s t r a t e g y ; r i s k s a s s o c i a t e d w i t h t h e a b i l i t y t o a c h i e v e a s u c c e s s f u l o u t c o m e f o r t h e C o m p a n y ’ s b u s i n e s s c o n c e p t s a n d t o o t h e r w i s e a c h i e v e i t s b u s i n e s s s t r a t e g i e s ; t h e i m p a c t o f i n t a n g i b l e a s s e t a n d o t h e r i m p a i r m e n t s ; d i s r u p t i o n s t o t h e C o m p a n y ’ s i n f o r m a t i o n t e c h n o l o g y s y s t e m s , i n c l u d i n g b u t n o t l i m i t e d t o s e c u r i t y b r e a c h e s o f s y s t e m s p r o t e c t i n g c o n s u m e r a n d e m p l o y e e i n f o r m a t i o n o r o t h e r t y p e s o f c y b e r c r i m e s o r c y b e r s e c u r i t y a t t a c k s ; r e p u t a t i o n a l r i s k a r i s i n g f r o m c h a l l e n g e s t o t h e C o m p a n y ’ s o r a t h i r d p a r t y p r o d u c t o r s e r v i c e s u p p l i e r ’ s c o m p l i a n c e w i t h v a r i o u s l a w s , r e g u l a t i o n s o r s t a n d a r d s , i n c l u d i n g t h o s e r e l a t e d t o l a b o r , h e a l t h , s a f e t y , p r i v a c y o r t h e
e n v i r o n m e n t ; r e p u t a t i o n a l r i s k a r i s i n g f r o m t h i r d - p a r t y m e r c h a n d i s e o r s e r v i c e v e n d o r p e r f o r m a n c e i n d i r e c t h o m e d e l i v e r y o r a s s e m b l y o f p r o d u c t f o r c u s t o m e r s ; c h a n g e s t o s t a t u t o r y , r e g u l a t o r y a n d l e g a l r e q u i r e m e n t s , i n c l u d i n g w i t h o u t l i m i t a t i o n p r o p o s e d c h a n g e s a f f e c t i n g i n t e r n a t i o n a l t r a d e ; c h a n g e s t o , o r n e w , t a x l a w s o r i n t e r p r e t a t i o n o f e x i s t i n g t a x l a w s ; n e w , o r d e v e l o p m e n t s i n e x i s t i n g , l i t i g a t i o n , c l a i m s o r a s s e s s m e n t s ; c h a n g e s t o , o r n e w , a c c o u n t i n g s t a n d a r d s ; a n d f o r e i g n c u r r e n c y e x c h a n g e r a t e f l u c t u a t i o n s . E x c e p t a s r e q u i r e d b y l a w , t h e C o m p a n y d o e s n o t u n d e r t a k e a n y o b l i g a t i o n t o u p d a t e i t s f o r w a r d - l o o k i n g s t a t e m e n t s .
3 ▪ ▪ ▪ ▪
4
5 ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ 3
6 1 2 2 N o t e : T h e C o m p a n y ’ s f o u r C o r e b a n n e r s i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t .
7 D i v e s t i t u r e s • • • • • 1 • F l e e t O p t i m i z a t i o n N o t e : T h e C o m p a n y ’ s f o u r C o r e b a n n e r s i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t . S t o r e s D i g i t a l C o r e B a n n e r N e t S a l e s ( e x c l . D i v e s t i t u r e s ) C o m p a r a b l e S a l e s S u p p l y C h a i n D i s r u p t i o n s * T o t a l N e t S a l e s
8 N o t e : B a s e d o n C o r e b u s i n e s s 1 1 % o f N e t S a l e s i n Q 4 ’ 2 1 1 7 % 8 % 2 6 % 1 1 % 4 % 6 6 % 3 4 % 1 0 0 %
9 N o t e : n u m b e r s m a y n o t a d d d u e t o r o u n d i n g ¹ N o t e x p e c t e d t o c o n t i n u e b y e n d o f 2 0 2 2 • • •
1 0 P o s i t i v e O p e r a t i n g C a s h F l o w T o t a l L i q u i d i t y o f $ 1 . 4 B
1 1
1 2 C U R R E N T T R E N D S : 1 Q 2 2 F U L L Y E A R Q T D t r e n d : n e g a t i v e l o w - 2 0 s S e q u e n t i a l I m p r o v e m e n t i n 2 H v s . 1 H b a s e d o n a n t i c i p a t e d i m p r o v e m e n t i n s u p p l y c h a i n c o n d i t i o n s C o s t i n f l a t i o n h e a d w i n d s t o p e r s i s t , n o t f u l l y o f f s e t b y p r i c i n g M o d e s t e x p a n s i o n v s . L Y b a s e d o n 2 H i m p r o v e m e n t S l i g h t l y l o w e r $ s p e n d v s . L Y , a l b e i t d e l e v e r a g e d u e t o s a l e s d e c r e a s e s A p p r o x . f l a t $ t o L Y ; P r e v i o u s l y a n n o u n c e d $ 1 0 0 M o p t i m i z a t i o n a i m s t o o f f s e t i n f l a t i o n N e g a t i v e A b o v e L Y i n 2 H b a s e d o n s a l e s a n d g r o s s m a r g i n a s s u m p t i o n s a b o v e $ 4 0 M e x e c u t e d i n 1 Q 2 2 ; $ 1 B P r o g r a m c o m p l e t e d R e - a s s e s s m e n t i n 2 H 2 2 N o t e : A d j . g r o s s m a r g i n , a d j . S G & A , a d j , E B I T D A & a d j . E P S a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r a r e c o n c i l i a t i o n t o c o m p a r a b l e G A A P m e a s u r e s , s e e A p p e n d i x o f t h i s p r e s e n t a t i o n . K e y A s s u m p t i o n s : ▪ D e p r e c i a t i o n & A m o r t i z a t i o n ( a p p r o x . ) : $ 2 6 0 M ▪ C A P E X ( a p p r o x . ) : $ 4 0 0 M ▪ S t o r e O p e n i n g s ( a p p r o x . ) : 2 0 t o 2 5 o p e n i n g s ( p r i m a r i l y B A B Y ) ▪ S t o r e R e m o d e l s ( a p p r o x . ) : 1 3 0 t o 1 5 0 r e m o d e l s ( p r i m a r i l y B e d B a t h ) C a p i t a l A l l o c a t i o n ▪ L i q u i d i t y r e m a i n s h e a l t h y , i n c l u d i n g $ 1 B A B L R e v o l v e r ▪ S h a r e R e p u r c h a s e s & D e b t R e d u c t i o n t o b e a s s e s s e d i n 2 H 2 2

1 3
1 4
1 5 ✓ S t o r e s a s f u l f i l l m e n t h u b s ✓ O m n i - a l w a y s p l a t f o r m ✓ I n v e s t i n k e y p r o j e c t s f o r e n h a n c e d c a p a b i l i t i e s ✓ P a r t n e r s h i p s : D o o r D a s h , U b e r , S h i p t , R o a d i e ✓ L a u n c h e d d i g i t a l M a r k e t p l a c e ✓ L a u n c h e d C r o s s - B a n n e r c h e c k o u t ✓ R e m o d e l ~ 4 5 0 B B B s t o r e s ✓ C l o s e ~ 2 0 0 B B B s t o r e s ✓ A p p r o x . 1 3 0 t o 1 5 0 r e m o d e l s ✓ A p p r o x . 2 0 0 B B B c l o s u r e s ( c u m u l a t i v e / t o t a l p r o g r a m ) ✓ I n i t i a t e d ~ 1 3 0 r e m o d e l s ; ~ 8 0 c o m p l e t i o n s ✓ S u s t a i n e d + M S D % s a l e s l i f t i n r e m o d e l s ✓ C o m p l e t e d 2 0 7 B B B c l o s u r e s ( t o t a l p r o g r a m ) ✓ L a u n c h 1 0 B B B O w n e d B r a n d s ✓ O w n e d B r a n d p e n e t r a t i o n o f 3 0 % ✓ I n t r o d u c e 8 O w n e d B r a n d s ✓ L a u n c h 6 O w n e d B r a n d s i n 1 H 2 1 ✓ O w n e d b r a n d p e n e t r a t i o n o f 2 0 % ✓ A c h i e v e d t a r g e t 8 O w n e d B r a n d s i n B e d B a t h ✓ E x c e e d e d p e n e t r a t i o n g o a l a t 2 5 % r u n r a t e ✓ I n c u b a t i n g b b B A B Y O w n e d B r a n d s f o r 2 H 2 2 l a u n c h ✓ I n c r e a s e B A B Y s a l e s t o $ 1 . 5 B + ✓ M o d e r n i z e d e s t i n a t i o n c a t e g o r i e s & e x t e n d v a l u e p r o p ✓ A g e u p s t r a t e g y ✓ A c h i e v e d B A B Y s a l e s o f $ 1 . 4 B a h e a d o f F Y p l a n ✓ P o s i t i v e F Y g r o w t h i n b o t h B A B Y & H a r m o n ✓ B A B Y m a r k e t s h a r e g r o w t h i n F Y 2 1 v s . F Y 2 0 ✓ R e d u c e s t o r e r e p l e n i s h m e n t t o 1 0 d a y s ( v i a R D C s ) ✓ N e w t e c h r o a d m a p ( m e r c h , E R P & s u p p l y c h a i n ) ✓ P l a n a n d b e g i n i m p l e m e n t a t i o n o f t w o R D C s i n N E / W e s t ✓ I n i t i a t e n e w O r a c l e E R P r o l l o u t ✓ S u c c e s s f u l l y o p e n e d E a s t C o a s t R D C i n P A ✓ I n i t i a t e d W e s t C o a s t R D C o p e n i n g p l a n s i n C A ✓ F i r s t

s t a g e o f E R P l a u n c h e d o n - t r a c k
1 6 T h r e e P i l l a r s o f T r a n s f o r m a t i o n E L E V A T E E X P E R I E N C E : O v e r h a u l e d w e b s i t e s w i t h n e w l o o k , r e d u c e d s t e p s t o c h e c k o u t a n d A I - p o w e r e d s e a r c h U N L O C K O M N I - A L W A Y S : l a u n c h e d B O P I S & c u r b s i d e p i c k u p s e r v i c e s T R A N S F O R M T O D I G I T A L F I R S T : U p g r a d e d t o o l s a n d p r o c e s s e s t o i m p r o v e s p e e d t o m a r k e t D i g i t a l S a l e s p e n e t r a t i o n D i g i t a l p e n e t r a t i o n v s . 2 0 1 9 V i s i t s t o w e b s i t e O m n i + D i g i t a l a c t i v e s h o p p e r s T o t a l d i g i t a l s a l e s f u l f i l l e d b y s t o r e s i n c l . a p p r o x . 1 5 % B O P I S N o t e : A p p d a t a ( l a u n c h e s a n d f i r s t - t i m e v i s i t o r s ) r e l a t e s t o B e d B a t h & B e y o n d b a n n e r o n l y
1 7 • A p p r o x . 1 3 0 r e m o d e l s a c r o s s U S & C A N A D A • I n i t i a t e d a p p r o x . 1 3 0 r e m o d e l s • C o m p l e t e d a p p r o x . 8 0 r e m o d e l s • S u s t a i n e d + M S D s a l e s l i f t
1 8 • A p p r o x . 2 0 0 B B B c l o s u r e s ( c u m u l a t i v e t o t a l p r o g r a m ) • C o m p l e t e d m o r e t h a n 2 0 0 B e d B a t h s t o r e c l o s u r e s • S a l e s t r a n s f e r e n c e a b o v e p l a n o f 2 0 % - 2 5 % C o n t i n u i n g t o p o s i t i o n o u r n e t w o r k f o r t h e f u t u r e : ✓ D i s c i p l i n e d m a n a g e m e n t o f i n v e n t o r y a n d r e c e i p t s ✓ P a r t n e r s h i p w i t h r e c o g n i z e d l i q u i d a t i o n s e r v i c e ✓ R o b u s t i n - s t o r e a n d d i g i t a l l o c a l m a r k e t i n g ✓ D a t a - d r i v e n t r a c k i n g a n d m o n i t o r i n g
1 9 • N o w l i v e o n K r o g e r . c o m • O f f e r i n g a n e x t e n s i v e s e l e c t i o n o f t h e m o s t s o u g h t - a f t e r g o o d s f o r h o m e a n d b a b y p r o d u c t s • L a u n c h i n g i n s e l e c t K r o g e r b r i c k & m o r t a r s t o r e s i n 2 0 2 2 • B r a n d e d s h o p - i n - s h o p e x p e r i e n c e w i t h e x c l u s i v e O w n e d B r a n d s a n d n a t i o n a l b r a n d s
2 0 B r i n g y o u r s t o r y t o l i f e L a u n c h e d J u n e 2 0 2 1 E s c a p e t h e n o i s e L a u n c h e d A p r i l 2 0 2 1 L a u n c h e d J u l y 2 0 2 1 S o l u t i o n s f o r a w e l l - k e p t h o m e L a u n c h e d M a y 2 0 2 1 H o m e s t a r t s h e r e L a u n c h e d J u n e 2 0 2 1 S t a r t w i t h f o o d . E n d w i t h l o v e . L a u n c h e d M a r c h 2 0 2 1 e v e r y d a y c o m f o r t L a u n c h e d O c t o b e r 2 0 2 1 D e s i g n e d f o r m o d e r n l i v i n g . L a u n c h e d N o v e m b e r 2 0 2 1 S h a r e t h e h a p p y .
2 1 ✓ E n d i n g F i s c a l 2 0 2 1 w i t h O w n e d B r a n d s p e n e t r a t i o n o f a p p r o x i m a t e l y 2 5 % ✓ E x t e n d i n g O w n e d B r a n d s t o t h e b u y b u y B A B Y b u s i n e s s
2 2 P o s i t i v e N e t S a l e s g r o w t h w i t h S a l e s e x c e e d i n g $ 1 . 4 B , a b o v e p l a n C o n t i n u e d m a r k e t s h a r e g a i n s D i g i t a l p e n e t r a t i o n o f t o t a l B A B Y S a l e s N o t e : A s s h a r e d d u r i n g I n v e s t o r D a y 2 0 2 0
2 3 C h a r t i n g a C o u r s e f o r G r e a t e r V a l u e ✓ I n c r e a s e d d i g i t a l c a p a b i l i t i e s ✓ F l e x i b i l i t y , a g i l i t y a n d s c a l a b i l i t y ✓ S p e e d t o m a r k e t ✓ M o r e e f f i c i e n t t e c h n o l o g y o p e r a t i o n s ✓ S h i f t s p e n d t o w a r d s i n n o v a t i o n ✓ I m p r o v e d r e t u r n o n t e c h n o l o g y i n v e s t m e n t ▪ 3 5 - d a y s t o r e r e p l e n i s h m e n t ▪ V e n d o r d i r e c t n e t w o r k w i t h c o n s o l i d a t i o n h u b s ▪ I n e f f i c i e n c i e s d r i v i n g h i g h , u n c o m p e t i t i v e c o s t s ▪ D i s p a r a t e l e g a c y t e c h n o l o g y ▪ L e g a c y a n d s i l o e d a r c h i t e c t u r e a n d a p p l i c a t i o n s ▪ R e a c t i v e a n d m a n u a l l y i n t e n s i v e o p e r a t i n g m o d e l ▪ O p e n e d N E R D C i n F r a c k v i l l e , P A ▪ P l a n s f o r W e s t C o a s t R D C u n d e r w a y i n S o u t h e r n C a l i f o r n i a w i t h c o n s t r u c t i o n t o b e g i n i n 2 0 2 2 ▪ R E L E X s y s t e m l a u n c h e d ▪ E R P P h a s e I s u c c e s s f u l l y l a u n c h e d e a r l y ▪ E R P P h a s e I I o n t r a c k t o l a u n c h i n 2 0 2 2 ▪ 1 0 - d a y s t o r e r e p l e n i s h m e n t ▪ 4 r e g i o n a l D C s ▪ I n c r e a s e d s t a n d a r d i z a t i o n t o l o w e r t o t a l s u p p l y c h a i n c o s t s ▪ C l o u d - b a s e d a n d s c a l a b l e i n f r a s t r u c t u r e ▪ N e w E R P ▪ A u t o m a t e d a n d a g i l e o p e r a t i n g m o d e l
2 4 $ ( 2 5 ) $ 2 5 $ 7 5 $ 1 2 5 $ 1 7 5 $ 2 2 5 $ 2 7 5 N o t e : D o l l a r v a l u e s o f s h a r e r e p u r c h a s e s r e f l e c t o p e n m a r k e t r e p u r c h a s e s ; S h a r e r e p u r c h a s e p r o g r a m c o m p l e t e d i n M a r c h 2 0 2 2 a t a p p r o x . $ 9 9 0 M
2 5
2 6 • T h e f o l l o w i n g t a b l e s h o w s a q u a r t e r l y s u m m a r y o f t h e C o m p a n y ’ s f i s c a l 2 0 1 9 a n d 2 0 2 0 n e t s a l e s o n b o t h a R e p o r t e d G A A P b a s i s a n d o n a C o r e G o - F o r w a r d b a s i s , w h i c h e x c l u d e s s a l e s f r o m d i v e s t e d b a n n e r s . • T h e C o m p a n y i s p r o v i d i n g t h i s a d d i t i o n a l t r a n s p a r e n c y t o h e l p a n a l y s t s a n d i n v e s t o r s g a i n f u r t h e r p e r s p e c t i v e o n t h e C o m p a n y ’ s r e c e n t p o r t f o l i o t r a n s f o r m a t i o n a n d t h e q u a r t e r l y c o m p a r i s o n s o f t h e C o r e G o - F o r w a r d b a n n e r s , w h i c h i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t . N o t e : n u m b e r s m a y n o t a d d d u e t o r o u n d i n g R e p o r t e d $ 2 , 5 7 3 $ 2 , 7 1 9 $ 2 , 7 5 9 $ 3 , 1 0 7 $ 1 1 , 1 5 9 $ 1 , 3 0 7 $ 2 , 6 8 8 $ 2 , 6 1 8 $ 2 , 6 1 9 $ 9 , 2 3 3 C o r e $ 2 , 0 8 0 $ 2 , 2 6 3 $ 2 , 1 9 1 $ 2 , 4 7 1 $ 9 , 0 0 6 $ 1 , 1 2 8 $ 2 , 2 3 9 $ 2 , 1 8 6 $ 2 , 3 9 0 $ 7 , 9 4 3
2 7 1 C o m p a r a b l e S a l e s r e f l e c t s t h e y e a r - o v e r - y e a r c h a n g e i n s a l e s f r o m t h e C o m p a n y ' s r e t a i l c h a n n e l s , i n c l u d i n g s t o r e s a n d d i g i t a l , t h a t h a v e b e e n o p e r a t i n g f o r t w e l v e f u l l m o n t h s f o l l o w i n g t h e o p e n i n g p e r i o d ( t y p i c a l l y s i x t o e i g h t w e e k s ) . C o m p a r a b l e S a l e s e x c l u d e s t h e i m p a c t o f t h e C o m p a n y ' s s t o r e n e t w o r k o p t i m i z a t i o n p r o g r a m . 2 A d j u s t e d i t e m s r e f e r t o c o m p a r a b l e s a l e s a s w e l l a s f i n a n c i a l m e a s u r e s t h a t a r e d e r i v e d f r o m m e a s u r e s c a l c u l a t e d i n a c c o r d a n c e w i t h G A A P , w h i c h h a v e b e e n a d j u s t e d t o e x c l u d e c e r t a i n i t e m s . A d j u s t e d G r o s s M a r g i n , A d j u s t e d S G & A , A d j u s t e d E B I T D A , A d j u s t e d E B I T D A M a r g i n , a n d A d j u s t e d E P S - D i l u t e d a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r m o r e i n f o r m a t i o n a b o u t n o n - G A A P f i n a n c i a l m e a s u r e s , s e e “ N o n - G A A P I n f o r m a t i o n ” b e l o w . 3 T o t a l L i q u i d i t y i n c l u d e s c a s h & i n v e s t m e n t s a n d a v a i l a b i l i t y u n d e r t h e C o m p a n y ’ s a s s e t - b a s e d r e v o l v i n g c r e d i t f a c i l i t y . T h e f o l l o w i n g t a b l e r e c o n c i l e s n o n - G A A P f i n a n c i a l m e a s u r e s p r e s e n t e d i n t h i s p r e s s r e l e a s e o r t h a t m a y b e p r e s e n t e d o n t h e C o m p a n y ’ s f o u r t h q u a r t e r c o n f e r e n c e c a l l w i t h a n a l y s t s a n d i n v e s t o r s . T h e C o m p a n y b e l i e v e s t h a t t h e s e n o n - G A A P f i n a n c i a l m e a s u r e s p r o v i d e m a n a g e m e n t , a n a l y s t s , i n v e s t o r s a n d o t h e r u s e r s o f t h e C o m p a n y ’ s f i n a n c i a l i n f o r m a t i o n w i t h m e a n i n g f u l s u p p l e m e n t a l i n f o r m a t i o n r e g a r d i n g t h e p e r f o r m a n c e o f t h e C o m p a n y ’ s b u s i n e s s . T h e s e n o n -

G A A P f i n a n c i a l m e a s u r e s s h o u l d n o t b e c o n s i d e r e d s u p e r i o r t o , b u t i n a d d i t i o n t o o t h e r f i n a n c i a l m e a s u r e s p r e p a r e d b y t h e C o m p a n y i n a c c o r d a n c e w i t h G A A P , i n c l u d i n g c o m p a r i s o n s o f y e a r - t o - y e a r r e s u l t s . T h e C o m p a n y ’ s m e t h o d o f d e t e r m i n i n g t h e s e n o n - G A A P f i n a n c i a l m e a s u r e s m a y b e d i f f e r e n t f r o m o t h e r c o m p a n i e s ’ m e t h o d s a n d , t h e r e f o r e , m a y n o t b e c o m p a r a b l e t o t h o s e u s e d b y o t h e r c o m p a n i e s . A s s u c h , t h e C o m p a n y d o e s n o t r e c o m m e n d t h e s o l e u s e o f t h e s e n o n - G A A P m e a s u r e t o a s s e s s i t s f i n a n c i a l a n d e a r n i n g s p e r f o r m a n c e . F o r r e a s o n s n o t e d a b o v e , t h e C o m p a n y i s p r e s e n t i n g c e r t a i n n o n - G A A P f i n a n c i a l m e a s u r e s f o r i t s f i s c a l 2 0 2 1 f o u r t h q u a r t e r . I n o r d e r f o r i n v e s t o r s t o b e a b l e t o m o r e r e a d i l y c o m p a r e t h e C o m p a n y ’ s p e r f o r m a n c e a c r o s s p e r i o d s , t h e C o m p a n y h a s i n c l u d e d c o m p a r a b l e r e c o n c i l i a t i o n s f o r t h e 2 0 2 0 p e r i o d i n t h e r e c o n c i l i a t i o n t a b l e s b e l o w . T h e C o m p a n y i s n o t p r o v i d i n g a r e c o n c i l i a t i o n o f i t s g u i d a n c e w i t h r e s p e c t t o A d j u s t e d E B I T D A b e c a u s e t h e C o m p a n y i s u n a b l e t o p r o v i d e t h i s r e c o n c i l i a t i o n w i t h o u t u n r e a s o n a b l e e f f o r t d u e t o t h e u n c e r t a i n t y a n d i n h e r e n t d i f f i c u l t y o f p r e d i c t i n g t h e o c c u r r e n c e , t h e f i n a n c i a l i m p a c t , a n d t h e p e r i o d s i n w h i c h t h e a d j u s t m e n t s m a y b e r e c o g n i z e d . F o r t h e s a m e r e a s o n s , t h e C o m p a n y i s u n a b l e t o a d d r e s s t h e p r o b a b l e s i g n i f i c a n c e o f t h e u n a v a i l a b l e i n f o r m a t i o n , w h i c h c o u l d b e
m a t e r i a l t o f u t u r e r e s u l t s .
2 8 N o n - G A A P R e c o n c i l i a t i o n ( i n t h o u s a n d s , e x c e p t p e r s h a r e d a t a ) ( u n a u d i t e d ) T h r e e M o n t h s E n d e d F e b r u a r y 2 6 , 2 0 2 2 E x c l u d i n g R e p o r t e d L o s s o n S a l e o f B u s i n e s s e s R e s t r u c t u r i n g a n d T r a n s f o r m a t i o n E x p e n s e s I m p a i r m e n t c h a r g e s T o t a l i n c o m e t a x i m p a c t T o t a l I m p a c t A d j u s t e d G r o s s P r o f i t $ 5 7 9 , 8 0 8 $ - $ 1 0 , 0 2 1 $ - $ - $ 1 0 , 0 2 1 $ 5 8 9 , 8 2 9 G r o s s m a r g i n 2 8 . 3 % - % 0 . 5 % - % - % 0 . 5 % 2 8 . 8 % R e s t r u c t u r i n g a n d t r a n s f o r m a t i o n i n i t i a t i v e e x p e n s e s 4 4 , 6 2 5 - ( 4 4 , 6 2 5 ) - - ( 4 4 , 6 2 5 ) - ( L o s s ) e a r n i n g s b e f o r e b e n e f i t f o r i n c o m e t a x e s ( 1 8 2 , 2 9 0 ) - 5 4 , 6 4 6 1 8 , 0 5 9 - 7 2 , 7 0 5 ( 1 0 9 , 5 8 5 ) T a x b e n e f i t ( 2 3 , 1 8 5 ) - - - ( 4 , 8 5 2 ) ( 4 , 8 5 2 ) ( 2 8 , 0 3 7 ) E f f e c t i v e t a x r a t e 1 2 . 7 % 1 2 . 9 % 1 2 . 9 % 2 5 . 6 % N e t ( l o s s ) i n c o m e $ ( 1 5 9 , 1 0 5 ) $ - $ 5 4 , 6 4 6 $ 1 8 , 0 5 9 $ 4 , 8 5 2 $ 7 7 , 5 5 7 $ ( 8 1 , 5 4 8 ) N e t l o s s p e r s h a r e - D i l u t e d $ ( 1 . 7 9 ) $ 0 . 8 7 $ ( 0 . 9 2 ) W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - B a s i c 8 8 , 6 8 3 8 8 , 6 8 3 8 8 , 6 8 3 W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - D i l u t e d 8 8 , 6 8 3 ( 1 ) 8 8 , 6 8 3 8 8 , 6 8 3 R e c o n c i l i a t i o n o f N e t I n c o m e ( l o s s ) t o E B I T D A a n d A d j u s t e d E B I T D A N e t ( l o s s ) i n c o m e $ ( 1 5 9 , 1 0 5 ) $ - $ 5 4 , 6 4 6 $ 1 8 , 0 5 9 $ 4 , 8 5 2 $ 7 7 , 5 5 7 $ ( 8 1 , 5 4 8 ) D e p r e c i a t i o n a n d a m o r t i z a t i o n 7 8 , 8 8 4 - ( 1 5 , 7 4 4 ) - - ( 1 5 , 7 4 4 ) 6 3 , 1 4 0 I n t e r e s t e x p e n s e 1 6 , 8 0 9 - - - - - 1 6 , 8 0 9 T a x b e n e f i t ( 2 3 , 1 8 5 ) - - - ( 4 , 8 5 2 ) ( 4 , 8 5 2 ) ( 2 8 , 0 3 7 ) E B I T D A $ ( 8 6 , 5 9 7 ) $ - $ 3 8 , 9 0 2 $ 1 8 , 0 5 9 $ - $ 5 6 , 9 6 1 $ ( 2 9 , 6 3 6 ) E B I T D A a s % o f n e t s a l e s ( 1 . 4 ) % ( 1 )
I f a c o m p a n y i s i n a n e t l o s s p o s i t i o n , t h e n f o r e a r n i n g s p e r s h a r e p u r p o s e s , d i l u t e d w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g a r e e q u i v a l e n t t o b a s i c w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g .
2 9 T h r e e M o n t h s E n d e d F e b r u a r y 2 7 , 2 0 2 1 E x c l u d i n g R e p o r t e d L o s s o n S a l e o f B u s i n e s s e s R e s t r u c t u r i n g a n d T r a n s f o r m a t i o n E x p e n s e s I m p a i r m e n t C h a r g e s T o t a l i n c o m e t a x i m p a c t T o t a l I m p a c t A d j u s t e d G r o s s P r o f i t $ 8 2 5 , 4 8 8 $ - $ 3 3 , 1 9 8 $ - $ - $ 3 3 , 1 9 8 $ 8 5 8 , 6 8 6 G r o s s m a r g i n 3 1 . 5 % - % 1 . 3 % - % - % 1 . 3 % 3 2 . 8 % R e s t r u c t u r i n g a n d t r a n s f o r m a t i o n i n i t i a t i v e e x p e n s e s 5 4 , 5 5 4 - ( 5 4 , 5 5 4 ) - - ( 5 4 , 5 5 4 ) - ( L o s s ) e a r n i n g s b e f o r e ( b e n e f i t ) p r o v i s i o n f o r i n c o m e t a x e s ( 4 2 , 2 1 8 ) 2 2 , 7 0 5 8 7 , 7 5 2 8 , 8 8 3 - 1 1 9 , 3 4 0 7 7 , 1 2 2 T a x ( b e n e f i t ) p r o v i s i o n ( 5 1 , 2 7 7 ) - - - 8 1 , 2 9 7 8 1 , 2 9 7 3 0 , 0 2 0 E f f e c t i v e t a x r a t e 1 2 1 . 5 % ( 8 2 . 6 ) % ( 8 2 . 6 ) % 3 8 . 9 % N e t i n c o m e ( l o s s ) $ 9 , 0 5 9 $ 2 2 , 7 0 5 $ 8 7 , 7 5 2 $ 8 , 8 8 3 $ ( 8 1 , 2 9 7 ) $ 3 8 , 0 4 3 $ 4 7 , 1 0 2 N e t e a r n i n g s p e r s h a r e - D i l u t e d $ 0 . 0 8 $ 0 . 3 2 $ 0 . 4 0 W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - B a s i c 1 1 5 , 0 5 5 1 1 5 , 0 5 5 1 1 5 , 0 5 5 W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - D i l u t e d 1 1 7 , 2 8 6 1 1 7 , 2 8 6 1 1 7 , 2 8 6 R e c o n c i l i a t i o n o f N e t ( L o s s ) I n c o m e t o E B I T D A a n d A d j u s t e d E B I T D A N e t i n c o m e ( l o s s ) $ 9 , 0 5 9 $ 2 2 , 7 0 5 $ 8 7 , 7 5 2 $ 8 , 8 8 3 $ ( 8 1 , 2 9 7 ) $ 3 8 , 0 4 3 $ 4 7 , 1 0 2 D e p r e c i a t i o n a n d a m o r t i z a t i o n 7 8 , 3 2 8 - ( 6 , 1 4 1 ) - - ( 6 , 1 4 1 ) 7 2 , 1 8 7 I n t e r e s t e x p e n s e 1 8 , 5 6 6 - - - - - 1 8 , 5 6 6 T a x ( b e n e f i t ) p r o v i s i o n ( 5 1 , 2 7 7 ) - - - 8 1 , 2 9 7 8 1 , 2 9 7 3 0 , 0 2 0 E B I T D A $ 5 4 , 6 7 6 $ 2 2 , 7 0 5 $ 8 1 , 6 1 1 $ 8 , 8 8 3 $ - $ 1 1 3 , 1 9 9 $ 1 6 7 , 8 7 5 E B I T D A a s % o f n e t s a l e s 6 . 4 % ( 1 ) I f a c o m p a n y i s i n a n e t l o s s
p o s i t i o n , t h e n f o r e a r n i n g s p e r s h a r e p u r p o s e s , d i l u t e d w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g a r e e q u i v a l e n t t o b a s i c w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g .
3 0
EXHIBIT 19
Table of Contents
UNITED STATES
__________________________
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 26, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-20214

New York 11-2250488
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Registrant’s telephone number, including area code: 908/688-0888
Title of each class Trading Symbol (s) Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No __
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes X No__
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Table of Contents
Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. X
As of August 28, 2021, the aggregate market value of the common stock held by non-affiliates (which was computed by reference to the closing
price on such date of such stock on the Nasdaq Global Select Market) was $2,838,477,804.*
The number of shares outstanding of the registrant’s common stock (par value $0.01 per share) at March 26, 2022: 79,845,789.
Documents Incorporated by Reference
Portions of the Registrant’s definitive proxy statement for the 2022 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A are
incorporated by reference in Part III hereof.
* For purposes of this calculation, all outstanding shares of common stock have been considered held by non-affiliates other than the 866,820
shares beneficially owned by directors and executive officers. In making such calculation, the Registrant does not determine the affiliate or non-
affiliate status of any shares for any other purpose.
2
Table of Contents
TABLE OF CONTENTS
Form 10-K
Item No. Name of Item Page
PART I
Item 1. Business 4
Item 1A. Risk Factors 11
Item 1B. Unresolved Staff Comments 20
Item 2. Properties 20
Item 3. Legal Proceedings 22
Item 4. Mine Safety Disclosures 23
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40
Item 8. Financial Statements and Supplementary Data 41
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 76
Item 9A. Controls and Procedures 76
Item 9B. Other Information 76
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 76
PART III
Item 10. Directors, Executive Officers and Corporate Governance 77
Item 11. Executive Compensation 77
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 77
Item 13. Certain Relationships and Related Transactions, and Director Independence 78
Item 14. Principal Accounting Fees and Services 78
PART IV
Item 15. Exhibits, Financial Statement Schedules 79
Item 16. Form 10-K Summary 83
*
3
Table of Contents
PART I
Unless otherwise indicated, references to "we," "our," "us," "ourselves" and the "Company" refer collectively to Bed Bath & Beyond Inc. and its
subsidiaries as of February 26, 2022. Our fiscal year is comprised of the 52 or 53 week period ending on the Saturday nearest February 28.
Accordingly, throughout this Annual Report on Form 10-K: (i) the term "Fiscal 2021" means our fiscal year beginning February 28, 2021 and
ending February 26, 2022, (ii) the term "Fiscal 2020" means our fiscal year beginning March 1, 2020 and ending February 27, 2021 and (iii)
the term "Fiscal 2019" means our fiscal year beginning March 3, 2019 and ending February 29, 2020. Unless otherwise indicated, all references
herein to periods of time (e.g., quarters) are in relation to the fiscal years defined above.
ITEM 1 - BUSINESS
Overview
We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby,
Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY ("BABY"), and Harmon, Harmon Face Values, or Face
Values (collectively, "Harmon"). We also operate Decorist ("Decorist"), an online interior design platform that provides personalized home design
services.
We offer a broad assortment of national brands and a growing assortment of proprietary Owned Brand merchandise - including eight new
proprietary Owned Brands ("Owned Brands") launched in Fiscal 2021 - in key destination categories including bedding, bath, kitchen food prep,
home organization, indoor décor, baby and personal care.
We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms
include bedbathandbeyond.com, bedbathandbeyond.ca, harmondiscount.com, facevalues.com, buybuybaby.com, buybuybaby.ca and
decorist.com. We also operate 953 retail stores, as of February 26, 2022, consisting of 771 Bed Bath & Beyond stores in all 50 states, the District of
Columbia, Puerto Rico and Canada, 130 BABY stores in 37 states and Canada and 52 Harmon stores in 6 states. During Fiscal 2021, we opened 4
new stores and closed 70 stores. As of February 26, 2022, our total store square footage, net of openings and closings, was approximately 27.9
million square feet. In addition to our U.S. and Canadian operations, we are a partner in a joint venture that operates 11 stores in Mexico under the
name Bed Bath & Beyond.
Starting in late 2019, we have created a more focused portfolio through the divestiture of non-core assets, including businesses and real estate, as
part of the ongoing business transformation underway. See "Transformation," "Strategy" and "Divestitures" below.
Our merchandise and services are offered to customers through an omni-channel platform across our portfolio of banners, which consist of:
Bed Bath & Beyond - a leading specialty home retailer in North America that sells a wide assortment of domestics merchandise and home
furnishings. Bed Bath & Beyond is a preferred destination in the home space, particularly in key product categories including bedding, bath,
kitchen food prep, home organization and indoor decor.
buybuy BABY - a leading specialty baby retailer in North America that sells a wide assortment of baby essentials and nursery furnishings. BABY
strives to build trust with parents by supporting them with what they need so families can celebrate every milestone - big and small - together.
Harmon Health and Beauty - offers an expansive assortment of leading name brand and private label personal care and beauty brands at deep
everyday value.
Decorist - an online interior design company that makes decorating a home easy and affordable. Executed entirely online, Decorist's roster of over
190 professional interior designers help beautifully design any room in the home, staying within a client's style and budget. For customers not
ready to start a full design project, they can consult Decorist's Design Bar to have quick design questions answered by Decorist's team of interior
designers, completely free of charge.
seamless omni-channel shopping experience. Digital purchases, including web and mobile, can be shipped to a
4
Table of Contents
customer from our distribution facilities, directly from vendors, or from a store. Store purchases are primarily fulfilled from that store's inventory or
may also be shipped to a customer from one of our distribution facilities, from a vendor, or from another store. Customers can also choose to pick
up orders using our Buy Online Pickup In Store ("BOPIS") and contactless Curbside Pickup services, as well as return online purchases to a store,
or have an order delivered through one of our delivery partners, including DoorDash and Uber. Customers can also make purchases through one of
our customer contact centers and in-store through The Beyond Store, our proprietary web-based platform.
As of February 26, 2022, we had distribution facilities totaling approximately 4.4 million square feet, including our first regional distribution center,
an approximately one million square foot facility in Frackville, Pennsylvania, which became operational during Fiscal 2021. We also executed a lease
for our second regional distribution center in Jurupa Valley, California, which is expected to be operational by late 2022. Ryder Systems, Inc. will
operate these two regional distribution centers under a strategic partnership, with the objective of reducing product replenishment times and
improving the customer experience. All of these capabilities allow us to better serve customers across our omni-channel network.
We account for our operations as one North American Retail reporting segment. In Fiscal 2020 and 2019, we accounted for our operations as two
operating segments: North American Retail and Institutional Sales, the latter of which did not meet the quantitative thresholds under GAAP and,
therefore, was not a reportable segment, and which was divested in October 2020. Net sales outside of the U.S. were not material for Fiscal 2021,
2020, or 2019.
Transformation
Executive Officer (CEO), Mark Tritton, has been focused on driving an omni-always, customer-inspired strategy to re-establish our authority in the
Home, Baby, Beauty & Wellness markets. We have created a more focused portfolio through the divestiture of non-core assets and further
strengthened our financial flexibility through key actions such as corporate restructurings and operating expense control to re-set our cost
structure and support our ongoing business transformation.
During 2020 and 2021, as the world responded to the unparalleled challenges of the COVID-19 pandemic, we took thoughtful steps to safeguard our
people and communities while we continued to serve our customers and drive transformative change throughout the organization. Similar to many
other businesses, COVID-19 served as a catalyst to accelerate the pace of change and innovation at our Company- to advance our ongoing efforts
to reset our cost structure and build a modern, durable model for long-term profitable growth.
Highlights of our progress in Fiscal 2021 include:

•Owned Brands. We launched eight new Owned Brands, which include an assortment of thousands of new products across our key destination
categories of Bed, Bath, Kitchen Food Prep, Home Organization and Indoor Décor:
•New York City Flagship Renovation. We completed the renovation of our Bed Bath & Beyond flagship store in New York City, which reopened in
July 2021 after undergoing a complete transformation since closing in December 2020. The renovated flagship store is an expression of the new Bed
Bath & Beyond, with a significant focus on our five key destination categories of bed, bath, kitchen & dining, indoor décor and organization.
•Omni-Channel Capabilities. We continued our focus on being a digital-first, omni-always retailer:
5
Table of Contents
◦We announced separate partnerships with DoorDash and Uber to provide on-demand delivery of essential homeware products and items from
more than 700 Bed Bath & Beyond locations and nearly 120 BABY locations nationwide.
◦In November 2021, we launched our new digital marketplace to build on our existing authority in key Home & Baby categories with an assortment
of products from a highly curated selection of third-party brand partners that will be integrated into our digital platform.
◦In November 2021, we announced a strategic collaboration to directly offer Kroger customers an extensive selection of the most sought-after
goods for the Home & Baby products carried by the Bed Bath & Beyond and buybuy BABY banners through Kroger.com as well as a small-scale
physical store pilot at select Kroger Family of Companies stores beginning in Fiscal 2022.
customers personalize their living spaces and make it easy to feel at home. Our buybuy BABY banner introduced its "welcome to parenthood"
program in-store and online through educational resources, reimagined shopping experiences, a revised registry, new digital offerings and a new
marketing campaign to inspire customers to embrace every aspect of parenthood. Additionally, we announced key partnerships with Casper Sleep
Inc. (including a first branded shop-in shop in our New York City flagship store), and with Safely™, an eco-friendly line of home care and cleaning
products which made its retail debut exclusively in Bed Bath & Beyond, buybuy BABY and Harmon stores nationwide.
•Supply Chain Transformation. In the second half of Fiscal 2021, we started operations at our first regional distribution center, an approximately
one million square foot facility in Frackville, Pennsylvania, and executed a lease for our second regional distribution center in Jurupa Valley,
California, which is expected to be operational by late 2022.
•Store Fleet Optimization. We continue to believe that our physical store channel is an asset for our transformation into a digital-first company,
especially with omni-fulfillment capabilities in BOPIS, Curbside Pickup, Same Day Delivery and fulfill-from-store. During Fiscal 2021:
◦We commenced renovations on approximately 130 stores, of which approximately 80 were completed, to bring the expression of the new Bed Bath
& Beyond to our customers in many of our markets.
◦We largely completed our initial plan for the optimization of our store fleet through the closure of 63 mostly Bed Bath & Beyond stores during
Fiscal 2021, bringing the total closures over the life of the program to 207 as of February 26, 2022.
modernize our operations, and unlock strong and sustainable shareholder value.
Strategy
In particular with respect to strategy, we have embraced a digital-first, omni-always growth strategy that supports our purpose - to make it easy to
feel at home - and our mission to re-establish our authority and be the preferred omni-channel home destination, driven by teams consistently
delivering balanced durable growth. The framework of our strategy is based on the principles of being customer inspired, omni-always, people-
powered and performance driven. The business initiatives intended to drive our growth are rooted in the following five pillars:
1.Product: We are refining and amplifying an exciting omni-channel assortment that rebuilds authority and preference for Bed Bath & Beyond and
creates energy through differentiation and curation.
2.Price: We are investing in and clarifying compelling value through more choice with opening price points, relevant owned brands and clear price
communications in order to sharpen our value for quality proposition and to both acquire and win back customers.
3.Place: We are accelerating and optimizing connecting with, inspiring and energizing our customers by becoming a truly omni-always retailer to
serve their preferred shopping needs.
4.Promise: We are clarifying and deepening our relationship with our customers by connecting, engaging and motivating them to strengthen
loyalty and lifetime value.
6
Table of Contents
5.People: We are creating and sustaining a talent engine and culture that attracts, retains and develops high-performing teams who consistently
deliver operational excellence and business results.
With these five pillars as our guide, we are embracing a commitment to reconstruct and modernize our operating model to drive efficiency and
effectiveness, charting a new course for our Company.
•Product. We are pursuing three key initiatives across our product strategy: developing an inspirational and more productive assortment, working
closely with suppliers to reduce product cost and improving inventory management. We are rebuilding our authority in destination categories such
as bedding, bath, kitchen food prep and home organization, including the launch of eight new Owned Brands during Fiscal 2021 with several more
planned over the next few years that will address a wide variety of customer needs, including value, style and destination categories. At the same
time, we are elevating the customer experience both in-store and online to be more inspirational, focusing on destination rooms and making it easier
to navigate and more convenient to shop. As we build out our new assortment, we expect to leverage our scale and volume to re-negotiate lower
sourcing costs from our suppliers. In addition, we are strengthening our inventory management capabilities by moving to a centralized ordering and
replenishment system expected to optimize inventory by channel and store, improve markdown management and drive overall productivity.
•Price. Our data-driven pricing strategy includes four key elements: ensuring our products are competitively priced, having a more value-driven
assortment across a variety of price points, building more disciplined processes to drive effective and efficient promotions, and strengthening the
way we communicate value to our customers. We regularly monitor price levels at our competitors in order to ensure that our prices are in
accordance with our pricing philosophy. We will also continue to improve price competitiveness across key categories while also addressing
assortment gaps in value tiers, to help us compete better with mass retailers and attract new customers to our business. We will use data-driven
insights to build discipline into the use of promotions, to increase return on investment and reduce ineffective promotional activity.
•Place. Our growth strategy leads with digital across channels and leverages our stores to our competitive advantage to drive a seamless customer
experience. We are enhancing our digital experience through improved storytelling, making our website and mobile site speeds faster, and making it
easier for customers to find what they need and place an order more quickly. To create a more seamless experience across channels, we have grown
our omni-channel services such as BOPIS, contactless Curbside pickup and Same Day Delivery. We have expanded our ship from store capabilities,
leveraging our national footprint and local market proximity to demand, and we are enhancing our store experience through data-driven store
remodels and improving the productivity of our stores through a fleet optimization program.
•Promise. With a large customer base of approximately 35 million, one in five homes in the U.S., is a Bed Bath & Beyond home. The addition of
approximately 7 million new digital customers during 2021 highlights our strong potential to attract, retain and drive spend within the Home, Baby,
Beauty & Wellness markets. As part of our strategic growth plans, we launched a new customer value proposition to deepen connections with five
core customer segments. In addition, we are developing an enterprise-wide strategy to unlock value across our core brands, including plans for a
reinvented loyalty program to deepen customer relationships and motivate increased shopping across categories, channels and banners.
•People. Since the appointment of our President and CEO, Mark Tritton, we have recruited highly energetic, experienced and innovative leaders and
team members to work together, lead innovation and modernization, drive growth and accelerate the pace of change across our business. We are
committed to creating and sustaining a talent engine and culture that attracts, retains and develops high performing team members who
consistently deliver operational excellence and business results. As we consider how best to position associates to support our business and drive
efficiency and effectiveness, we are guided by four principles: to be customer inspired, omni-always, people-powered and performance-driven.
Divestitures
During Fiscal 2020, we divested five non-core banners, including One Kings Lane in the first quarter, PersonalizationMall.com in the second quarter,
Linen Holdings and Christmas Tree Shops in the third quarter and Cost Plus World Market in the fourth quarter, generating approximately $534
million in net proceeds, which were reinvested in our core business operations to drive growth, fund share repurchases and reduce our outstanding
debt. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for detailed information relating to these
divestitures.
7
Table of Contents
As discussed in more detail throughout this Annual Report on Form 10-K, the ongoing coronavirus (COVID-19) pandemic has materially disrupted
our operations to date, most significantly in Fiscal 2020. In compliance with relevant government directives, we closed all of our retail banner stores
across the U.S. and Canada as of March 23, 2020, except for most stand-alone BABY and Harmon stores, which were categorized as essential given
the nature of their products. In May 2020, we announced a phased approach to re-open our stores in compliance with relevant government
directives, and as of the end of July 2020, nearly all of our stores reopened. During portions of Fiscal 2021, a limited number of stores in Canada
either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. As of February 26, 2022, all of the
Company's stores were operating without restriction subject to compliance with applicable mask and vaccine requirements. As of February 26, 2022,
our BOPIS, contactless Curbside Pickup and Same Day Delivery services are in place at the vast majority of our stores. We cannot predict, however,
whether our stores will remain open, particularly if the regions in which we operate experience potential resurgences of reported new cases of
COVID-19 or increased rates of hospitalizations, or become subject to additional governmental regulatory actions.
Competition
We operate in a highly competitive business environment and compete with other national, regional, and local physical and online retailers that may
carry similar lines of merchandise, including department stores, specialty stores, off-price stores, mass merchandise stores and online only retailers.
We believe that the key to competing in our industry is to provide best-in-class customer service and customer experiences in stores and online,
which includes providing compelling price and value; high-quality and differentiated products, services and solutions; convenience; technology;
personalization; and appealing and experiential store environments.
Suppliers
Historically, we have purchased substantially all of our merchandise in the United States, with the majority from domestic sources (who may
manufacture overseas) and the balance from importers. As we continue to expand our assortment of Owned Brand merchandise, the portion of our
merchandise that we purchase directly from overseas sources is increasing, and represented approximately 22% of our total purchases in Fiscal
2021.
Further developing our direct importing and direct sourcing capabilities will allow for a higher penetration of sourced and developed Owned Brands
in our merchandise assortment; however, this also exposes us more directly to the effects of global supply chain disruptions on costs of shipping
as well as potential issues with product availability due to delays in product sourcing. See Item 1A "Risk Factors - Disruptions of our supply chain
could have an adverse effect on our operating and financial" results for additional information.
In Fiscal 2021, we purchased our merchandise from approximately 4,600 suppliers with our largest supplier accounting for approximately 5% of our
merchandise purchases and the ten largest suppliers accounting for approximately 23% of such purchases. We have no long-term contracts for the
purchases of merchandise. We believe that most merchandise, other than brand name goods, is available from a variety of sources and that most
brand name goods can be replaced with comparable merchandise.
Distribution
A substantial portion of our merchandise is shipped to stores through a combination of third-party facilities, including cross dock locations, or
through our operated distribution facilities that are located throughout the United States. The remaining merchandise is shipped directly from
vendors. Merchandise is shipped directly to customers from one of our distribution facilities, stores or from vendors. The majority of our shipments
are made by contract carriers depending upon location. During Fiscal 2021, we started operations at our first regional distribution center, an
approximately one million square foot facility in Frackville, Pennsylvania, and executed a lease for our second regional distribution center in Jurupa
Valley, California, which is expected to be operational by late 2022. Ryder Systems, Inc. will operate these two regional distribution centers under a
strategic partnership, with the objective of reducing product replenishment times and improving the customer experience. See "Item 2 - Properties"
for additional information regarding our distribution facilities.
Marketing
We employ a digital-first, omni-channel approach to marketing that is strategically designed to deliver maximum consumer engagement. The
customer-inspired marketing mix includes a comprehensive range of touchpoints, including social, search, mobile SMS, email, digital video, display,
content and influencer marketing, online affiliate programs and public relations, as well as traditional broadcast and print media, circulars, catalogs
and our well-known "big blue" coupons. We also continue to invest in
8
Table of Contents
and promote our Beyond+ membership program, which provides members with discounts on purchases, as well as free standard shipping for online
purchases, exclusive offers and other benefits.
We continue to invest in new technology tools that we expect will allow us to make significant strides in integrating our extensive customer data
with relevant third-party data, in order to better scale, tailor and personalize marketing communications for our key customer segments.
Customer Care
Our omni-always strategy is rooted in elevating the end-to-end experience for our customers across all channels, brands and banners. Through a
customer inspired lens, we invest in capabilities necessary to continuously evolve and deliver a seamless experience to our customers. Our digital-
first customer care makes it easy for customers to connect with us through chat, phone and our digital properties including our newly relaunched
mobile apps that offer quick access to self-serve capabilities. Our holistic approach to customer care is designed to make it convenient for our
customers to access help wherever and whenever they need it.
Tradenames, Service Marks and Domain Names
We use the service marks "Bed Bath & Beyond," "buybuy BABY," "Harmon," "Face Values" and "Decorist" in connection with our retail services.
We have registered trademarks and service marks or are seeking registrations for these and other trademarks and service marks (including for our
Owned Brands) with the United States Patent and Trademark Office. In addition, we have registered or have applications pending with the
trademark registries of several foreign countries, including the "Bed Bath & Beyond" name and logo registered in Canada and Mexico and the
"buybuy BABY" name and logo registered in Canada. We also own a number of product trademarks. We file patent applications and seek copyright
registrations where we deem such to be advantageous to the business. We believe that our name recognition and service marks are important
elements of our merchandising strategy.
We also own a number of domain names, including bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca,
harmondiscount.com, facevalues.com and decorist.com.
People & Culture
Our strategic transformation is based on five key pillars: product, price, promise, place and people. The people pillar of our transformation strategy
communicates our commitment to creating and sustaining a talent engine and culture that attracts, retains and develops high performing team
members who consistently deliver operational excellence and business results. Our associates are our greatest asset, and we are committed to
creating a workforce where all associates thrive. By supporting our associates’ physical, mental, social, and emotional well-being, we strive to
establish an engaging workplace environment with opportunities and other tools, such as access to Headspace, a leading meditation and
mindfulness app, and leadership development programs for future success.
Our Board of Directors, through the People, Culture & Compensation Committee (formerly referred to as the Compensation Committee), oversees
our people and culture programs, including cultural initiatives, associate engagement and diversity, equity and inclusion ("DE&I") program,
policies and initiatives.
As of February 26, 2022, we had approximately 32,000 associates, including approximately 26,000 store associates and approximately 3,500 supply
chain associates. We invest a great deal of time and effort in our relationship with our associates, and consider that relationship to be good.
We are committed to continuous listening through regular engagement surveys and pulse surveys to ensure we have open channels to gather
frequent feedback from our associates. Our engagement survey process is in addition to other two-way communication vehicles we will continue,
such as listening circles.
Associate Engagement and Retention
Associate engagement and retention require an understanding of the needs of our teams. In furtherance of our goal to create an equitable, inclusive
work environment where all associates feel at home and can thrive, we prioritize associate engagement. We want all associates to be proud to work
at Bed Bath & Beyond. We promote a culture of listening and learning and offer opportunities for all associates to provide feedback. In 2021, we
engaged associates through our first enterprise-wide associate survey, resulting in more than 70% associate participation, We shared the results
from the survey - including key themes, top strengths, priority areas and next steps - with our Board of Directors, senior management, and
associates to continue the dialogue and respond to the feedback we heard.
9
Table of Contents
As a result of our engagement activities, we strive to develop key programs and policies to support and retain our critical talent. This includes
certain associate benefits and workplace programs, such as 100% paid parental leave, our flexible time off policy and dedicated wellness spaces in
our corporate offices. We also held listening circles in response to social issues that arose throughout the year to provide a platform for our
associates to share their experiences as well as provide ideas for how we can better support them.
Associate Development & Training
We strive to maintain an engaging workplace culture that provides development opportunities for associates as well as a performance management
process that includes discussions of goals to set up our associates for future success.
We are building a comprehensive learning and development offering, which will include an expansion of our skill development programs and
upskilling training courses designed to provide associates with technical and competency-based skills applicable across a range of career paths.
We have also developed strategic partnerships with learning partners to produce development content on daily tools and provide on-demand
learnings on topics such as meeting and communication effectiveness.
Our regional and district store leaders, as well as supply chain leaders, participate in a newly-launched Foundational Leadership Course, which
supports their career development and provides them with the tools and resources needed to lead associates and create a strong culture in our
stores and our Distribution/Fulfillment facilities Our role framework, completed in 2021, provides the foundation for career path options which in
addition to performance management, serves as to further clarify the development and advancement opportunities for associates.
In addition, associates receive annual training on a variety of topics, which is targeted based on their roles and job function and focus on our
commitment to high ethical standards and fostering a culture of honesty, integrity, and compliance.
Diversity, Equity, and Inclusion
We embrace DE&I and strive to model a culture of trust and accountability where all associates know they belong. By building upon our
recruitment, development, and promotion practices, we are committed to equitably distributing opportunities and achieving a workforce that reflects
the world we live in and the customers we serve. We monitor the representation of women and racially or ethnically diverse associates at all levels
of our organization and continue to make progress toward our 2030 goals of 50% female and 25% racial and ethnic diversity at each level. In 2021,
we appointed a Chief DE&I Officer, implemented educational programming to increase awareness, empathy and understanding and launched
several associate resource groups aimed at building community, providing a platform for meaningful discussion and advancing a culture of DE&I to
create safe and supportive spaces for our associates.
Compensation and Benefits
To support associate recruitment and retention, we recently redesigned our total rewards program to provide incentives, recognition and benefit
programs that reflect the changing needs of our associates, with an emphasis on supporting the financial, physical, mental, social, and emotional
well-being of our associates. Our compensation packages include, but are not limited to, competitive wage rates, an annual short-term incentive
program, long-term incentive program, a 401(k) plan with matching contributions, paid vacation and holidays, a flexible time off policy, health, dental
and vision insurance, paid parental leave, disability insurance, life insurance, health savings and flexible spending accounts, free health and
wellness subscriptions and support via an associate relief fund. Eligibility for, and the level of, benefits vary depending on associates’ full-time or
part-time status, work location, role, and tenure.
Associate Health & Safety
The health and wellbeing of our customers and associates is one of our top priorities. We implement health, safety, and security programs and
strive to maintain a safe and secure environment for our associates and customers. We tailor our programs to address potential risks in all our
workplaces, from stores, distribution centers, and corporate offices, to business travel. This includes our safety and security standards and
policies, emergency response and crisis management protocol and associate training related to the risks and exposures in their areas of
responsibility.
In response to the COVID-19 pandemic, we expanded our policies to include a new vaccination time policy, and sick time policies as required by
state and local law, associate rapid response programs with COVID-19 protocols and safety tips and a new store safety plan, which includes
requirements with respect to masks, social distancing and cleaning measures, among others. We’ve also introduced other remote work benefits
including a hybrid corporate office schedule and dedicated weekly focus time to create time to innovate.
10
Table of Contents
Government Regulations
We believe that we are in compliance with all applicable government regulations, including environmental regulations. We do not anticipate any
material effects on our capital expenditures, earnings or competitive position as a result of our efforts to comply with applicable government
regulations.
Seasonality
Our business is subject to seasonal influences. Generally, our sales volumes are higher in the calendar months of August (back to school/college),
November and December (holiday), and lower in February.
Available Information
We make available as soon as reasonably practicable after filing with the Securities and Exchange Commission ("SEC"), free of charge, through our
websites, www.bedbathandbeyond.com, and http://bedbathandbeyond.gcs-web.com/financial-information/sec-filings, our annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, electronically filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934. We may also use our websites as a distribution channel of material information about
us including through press releases, investor presentations, and notices of upcoming events. We intend to utilize the investor relations section of
our website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with
disclosure obligations under Regulation FD. We also intend to use certain social media channels, including, but not limited to, Twitter, Facebook
and LinkedIn, as means of communicating with the public, our customers and investors about us, our products, and other matters. While not all the
information that we post to our website and social media channels may be deemed to be of a material nature, some information may be, and we
therefore encourage investors, the media and others interested in us to review the information we make public in these locations.
ITEM 1A - RISK FACTORS

MACROECONOMIC AND INDUSTRY RISKS
General economic factors beyond our control, including the impact of COVID-19, and changes in the economic climate have materially adversely
affected, and could continue to materially adversely affect, our business, results of operations, financial condition and liquidity.
General economic factors that are beyond our control have materially adversely affected, and could continue to materially adversely affect, our
business, results of operations, financial condition and liquidity. These factors include, but are not limited to, recent supply chain disruptions, labor
shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine, as well as housing markets, consumer
credit availability, consumer debt levels, fuel and energy costs (for example, the price of gasoline), interest rates, tax rates and policy, unemployment
trends, the impact of natural disasters such as pandemics, civil disturbances and terrorist activities, foreign currency exchange rate fluctuations,
conditions affecting the retail environment for products sold by us and other matters that influence consumer spending and preferences. Changes
in the economic climate and the impact of the COVID-19 pandemic, including on global supply chains, labor markets and economic activity, have
materially adversely affected, and could continue to materially adversely affect, our business, results of operations, financial condition and
liquidity.
The COVID-19 pandemic continues to cause ongoing disruptions to our business. As the COVID-19 pandemic evolves, national and local
governments in regions in which we operate have enacted various measures, including travel restrictions or bans, restrictions on events and
gatherings, temporary closure of non-essential businesses, "social distancing" requirements, vaccine and mask mandates and various other
requirements designed to slow the spread of COVID-19. While several of these measures have been eased, the extent, severity and overall duration
of the COVID-19 pandemic, including its phases of resurgence and the introduction of new variants, some of which may be more transmissible or
virulent, are unknown, and COVID-19 has had, and may continue to have, a material adverse effect, on our business and could also result in the
recording of additional non-cash impairment charges. In future periods, our business, results of operations, financial condition and liquidity may be
materially adversely impacted by reduced store traffic and consumer spending due to, among other things, significant continued unemployment
and economic downturn, as well as consumer anxiety regarding shopping in physical stores.
The impacts and potential impacts from the COVID-19 pandemic and associated protective measures that have had, continue to have or could
directly or indirectly have, a material adverse effect on our business, results of operations, financial condition and liquidity also include, but are not
limited to:
11
Table of Contents
•Store and distribution center closures in compliance with certain regulations, orders or advisories and increased costs related to the operation of
our stores and distribution centers. In particular, in Fiscal 2020, we temporarily closed all retail store locations (other than BABY and Harmon Face
Values), which have since been reopened;
•Potential inability of third parties on which we rely, including our suppliers, commercial banks and other external business partners, to meet their
obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, or by
travel restrictions and border closures;
•Negative impact on our employees. The spread of COVID-19 has caused us to modify our business practices (including, at times, employee travel
and work locations, cancellation of physical participation in meetings, events and conferences, and temporary furloughs), and we may take further
actions as may be required by government authorities or that we determine are in the best interests of our employees;
•Potential impact on our ability to meet our obligations to business partners, including under our secured asset-based revolving credit facility (the
"ABL Facility"), which contains a springing minimum fixed charge coverage ratio, customary representations, warranties and affirmative and
negative covenants, and under our current lease obligations. We have renegotiated and may continue to renegotiate payment terms for goods,
services and rent. Similar to other retailers, in Fiscal 2020, we had also withheld portions of and/or delayed payments to certain of our business
partners as we negotiate revisions to our payment terms, in order to further maintain liquidity given the temporary store closures. There can be no
assurance that we will continue to be able to successfully renegotiate payment terms with all such business partners, and the ultimate outcome of
these activities, including the responses of all business partners, is not yet known;
•Significant reductions in demand or significant volatility in demand for our products, which have been and may continue to be caused by, among
other things, the temporary inability or reluctance of consumers to shop at our stores or buy our products due to illness, quarantine or other travel
restrictions, unemployment or other financial hardship, and change in consumer preferences and shifts in demand away from one or more of our
more discretionary or higher priced products to lower priced products;
•Disruptions in the financial markets may materially adversely affect the value of our common stock and availability and cost of credit, which could
negatively affect our liquidity;
•Delays, interruptions and disruptions in our supply chain and higher shipping charges have impacted, and could continue to impact our ability to
maintain supplies of products and the costs associated with obtaining products;
•Labor shortages, wage pressures and competition for talent;
•The extent of dissemination and public acceptance of COVID-19 vaccines and their effectiveness against COVID-19 and its evolving strains, some
of which may be more transmissible or virulent than the initial strain;
•Additional widespread resurgences in COVID-19 infections; and
•Evolving safety protocols such as mask mandates and requirements for proof of vaccination or regular testing in certain of our markets, including
as may be set forth by the Occupational Safety and Health Administration.
The COVID-19 pandemic continues to evolve rapidly, and the extent of the adverse impact of COVID-19 on the economy and us will depend, in part,
on the length and severity of the measures taken to limit the spread of the virus, and, in part, on the nature and effectiveness of the compensating
measures taken by governments. The full extent of the impact of the COVID-19 pandemic on our business, financial position, and results of
operations will depend on future developments, many of which are outside of our control, including the duration and spread of the COVID-19
pandemic, the emergence of variant strains, the availability, adoption, and effectiveness of the COVID-19 vaccines and COVID-19 testing, and
government actions, which are uncertain and cannot be predicted. We are closely monitoring the potential effects and impact of the COVID-19
pandemic on our business, results of operations, financial condition and liquidity; however, the fluidity and evolving nature of the COVID-19
pandemic limits our ability to predict the ultimate impact on our business, financial condition, and financial performance, which could be material.
For more information on the impact of COVID-19 on our business, see "Item 1 - Business - Impact of the COVID-19 Pandemic."
12
Table of Contents
We operate in the highly competitive retail business where the use of emerging technologies as well as unanticipated changes in the pricing and
other practices of competitors may adversely affect our performance.
The retail business is highly competitive. We compete for customers, employees, locations, merchandise, technology, services and other important
aspects of the business with many other local, regional and national retailers. These competitors range from specialty retailers to department stores
and discounters as well as online and multichannel retailers, some of which are larger than us with significantly greater financial resources. In recent
years, competition has further intensified as a result of reduced discretionary consumer spending, increased promotional activity and deep price
discounting.
Rapidly evolving technologies are also altering the manner in which we and our competitors communicate and transact with customers. Our
execution of the elements of our transformation strategy is designed to adapt to these changes, in the context of competitors’ actions, customers'
adoption of new technology and related changes in customer behavior, and presents a specific risk in the event that we are unable to successfully
execute our plans or adjust them over time as needed. Further, unanticipated changes in pricing and other practices of our competitors, including
promotional activity (particularly during back-to-school/college and/or holiday periods), reduced thresholds for free shipping and rapid price
fluctuation enabled by technology, may adversely affect our performance. If we are unable to adapt effectively and quickly to a changing
competitive landscape and maintain our competitive position, we could experience downward pressure on prices, lower demand for our
merchandise, reduced sales and margins, inability to take advantage of new business opportunities and loss of market share. For more information
on our strategy, see "Item 1 - Business - Strategy."
Our failure to anticipate and respond in a timely fashion to changes in consumer preferences and demographic factors may adversely affect our
business, results of operations and financial condition.
Our success depends on our ability to anticipate and respond in a timely manner to changing merchandise trends, customer demands and
demographics in order to maintain and attract customers. We must continue to monitor and react to consumer expectations, such as the increased
focus on environmental, social and governance ("ESG") matters, climate change, and sustainable products, and appropriately manage our brand to
promote the right product lines (including our Owned Brands), drive customer loyalty and protect our reputation. Our failure to anticipate, identify
or react appropriately to changes in customer tastes, preferences, shopping and spending patterns and other life interest decisions, including as a
result of COVID-19, could lead to, among other things, excess inventories, a shortage of products or reputational damage, and may adversely affect
our business, results of operations and financial condition.
In addition, we must manage our inventory effectively and commensurately with customer demand. Often, we need to order merchandise, and enter
into contracts for the purchase and manufacturing of such merchandise, multiple seasons in advance of and frequently before customer trends and
preferences are known. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing trends
and preferences. These extended lead times may also increase our exposure to the effects of global supply chain disruptions, increasing the risk
that merchandise is not received when originally planned. As a result, we are vulnerable to demand and pricing shifts and to misjudgments in the
selection and timing of merchandise purchases. If we do not accurately predict our customers’ preferences and demands for our products, our
inventory levels will not be appropriate, and our business, results of operations and financial condition may be negatively impacted.
Our business is seasonal in nature, which could negatively affect our results of operations and financial performance.
Our business is subject to seasonal influences, with a significant portion of sales and revenues historically realized during the back to
school/college and holiday seasons. We must carry a significant amount of inventory during this time, and if we are not able to sell the inventory,
we may be required to take significant inventory markdowns or write-offs, which could reduce profitability. Similarly, if we do not adequately stock
or restock popular products, particularly during the back to school and holiday seasons, and fail to meet customer demand, revenue and customer
loyalty may be adversely impacted.
In addition, our financial results during the holiday season may fluctuate significantly based on many factors, including holiday spending patterns
and weather conditions, and any such fluctuation could have a disproportionate effect on our results of operations for the entire Fiscal year.
Because of the seasonality of our business, our operating results vary considerably from quarter to quarter, and results from any quarter are not
necessarily indicative of the results that may be achieved for a full fiscal year.
STRATEGY RISKS
We may face challenges in executing our omni-channel and transformation strategy.
13
Table of Contents
During Fiscal 2020, we began executing on elements of our transformation strategy. Our ability to implement our strategic direction is based on a
number of key assumptions regarding the future economic environment and our ability to meet certain ambitions, goals and targets, among other
things. If any of these assumptions (including but not limited to our ability to meet certain ambitions, goals and targets) prove inaccurate in whole
or in part, our ability to achieve some or all of the expected benefits of this strategy could be limited, including our ability to meet our stated
financial objectives and retain key employees. Factors beyond our control, including but not limited to market and economic conditions, execution
risk related to the implementation of our strategy and other challenges and risk factors discussed in this annual report, could limit our ability to
achieve some or all of the expected benefits of this strategy. If we are unable to implement this strategy successfully in whole or in part or should
the components of the strategy that are implemented fail to produce the expected benefits, our business, results of operations, financial condition
and financial performance may be materially and adversely affected.
Additionally, an important part of our strategy involves providing customers with a seamless omni-channel shopping experience. Customer
expectations about the methods by which they purchase and receive products or services are evolving, including as a result of the COVID-19
pandemic, and they are increasingly using technology to compare and purchase products. Once products are purchased, customers are seeking
alternate options for delivery of those products. The coordinated operation of our network of physical stores and online platforms is fundamental
to the success of our omni-channel strategy, and our ability to compete and meet customer expectations may suffer if we are unable to provide
relevant customer-facing technology and omni-channel experiences. In addition, execution of our omni-channel strategy and the expansion of our
e-commerce business will require significant investments in technology. If we are unable to successfully implement our omni-channel strategy, our
business, results of operations, financial condition and financial performance could be materially adversely affected.
Our strategy also involves the introduction of certain new Owned Brand merchandise, and the associated removal from our existing product
assortment of existing third-party merchandise. These Owned Brands and the associated changes to our product assortment may not be successful
in terms of customer acceptance, and/or may not achieve the revenue or margin improvements we anticipate. In addition, maintaining a larger
assortment of Owned Brand products exposes us to additional reputational and regulatory risks, including those related to compliance with product
safety and marketing requirements.
For more information on our strategy, see "Item 1 - Business - Strategy."
Successful execution of our omni-channel and transformation strategy is dependent, in part, on our ability to establish and profitably maintain
the appropriate mix of digital and physical presence in the markets we serve.
Successful execution of our omni-channel strategy depends, in part, on our ability to develop our digital capabilities in conjunction with optimizing
our physical store operations and market coverage, while maintaining profitability. Our ability to develop these capabilities will depend on a number
of factors, including our assessment and implementation of emerging technologies and our ability to manage a changing mix of in-store and online
orders (including as a result of the COVID-19 pandemic) as well as our ability to drive store traffic. The success of our omni-channel strategy is also
dependent on our ability to effectively manage inventory across our physical stores and online channels. Our ability to optimize our store
operations and market coverage requires active management of our real estate portfolio in a manner that permits store sizes, layouts, locations and
offerings to evolve over time, which to the extent it involves the relocation of existing stores, store remodels or the opening of additional stores will
depend on a number of factors, including our identification and availability of suitable locations; our success in negotiating leases on acceptable
terms; and our timely development of new stores, including the availability of construction materials and labor and the absence of significant
construction and other delays based on weather or other events. These factors could potentially increase the cost of doing business and the risk
that our business practices could result in liabilities that may adversely affect our performance, despite the exercise of reasonable care.
There are risks associated with our store fleet optimization strategies, pursuant to which we have closed 207 mostly Bed Bath & Beyond stores
as of the end of Fiscal 2021.
As part of our ongoing business transformation, we have been executing a store fleet optimization program that included the closure of
approximately 200 mostly Bed Bath & Beyond stores by the end of Fiscal 2021. In connection with this program, we incurred approximately $92.4
million in costs including contract termination costs, employee-related costs, professional fees and non-cash impairment charges, of which
approximately $47.9 million was incurred in Fiscal 2021. The store fleet optimization program involves numerous risks, including, without limitation,
the diversion of our attention from our businesses and operations. These or other factors may impair our ability to realize the anticipated benefits of
the program, which may materially adversely affect our business, results of operations, financial condition and liquidity. As of February 26, 2022,
207 mostly Bed Bath & Beyond stores have been closed. We may also determine that additional store closures are warranted in the future.
14
Table of Contents
Acquisitions, partnerships or investments, divestitures or other dispositions could negatively impact our business, and contingent liabilities
from businesses that we have sold could adversely affect our financial statements.
As part of our business transformation and omni-channel strategy, we may make significant investments in technology, acquire businesses aligned
with our strategy and growth objectives or enter into strategic partnerships. If we are unable to successfully integrate and develop acquired
businesses, establish and manage investments and partnerships or if such activities do not provide the anticipated benefits or desired rates of
return, our financial condition or results of operation may be adversely affected.
We continually assess shareholder value and strategic fit of our existing businesses, and may divest or otherwise dispose of businesses that are
deemed not to fit with our strategic plan or are not achieving the desired shareholder value or return on investment. Such transactions pose risks
and challenges that could negatively impact our business, including, but not limited to, not being able to achieve the desired strategic and financial
benefits or obtain satisfactory terms within our anticipated timeframe or at all. Even after reaching a definitive agreement to sell or dispose a
business, the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied. In addition, divestitures or other
dispositions may dilute our earnings per share or adversely impact corporate overhead contribution/allocation associated with divested brands,
have other adverse financial and accounting impacts and distract management or result in disputes with buyers. We may also be required to
indemnify buyers against known and unknown contingent liabilities related to any businesses we have sold or disposed. The resolution of these
contingencies may have a material effect on our financial statements.
In addition, uncertainty about the effect of any potential divestiture on employees, business partners, suppliers and vendors may have an adverse
effect on us. These uncertainties may impair our ability to retain and motivate key personnel and could cause business partners, suppliers, vendors
and others that deal with us to defer or decline entering into contracts with us or seek to change existing business relationships with us. In
addition, if key employees depart because of uncertainty about their future roles and the potential complexities of any potential divestiture, our
business could be harmed. If we are unable to divest any such businesses, we may not be able to find another buyer on the same terms and will
continue to be subject to the risks of operating such businesses. For more information on our strategy and recent divestitures, see "Item 1 -
Business."
OPERATIONAL RISKS
A major disruption of, or failure to successfully implement or make changes to, our information technology systems could negatively impact
results of operations.
Our results of operations could be negatively impacted by a major disruption of our information technology systems. We rely heavily on these
systems to process transactions with customers and vendors, manage inventory replenishment, summarize results and control distribution of
products. Despite numerous safeguards and careful contingency planning, these systems are still subject to power outages, telecommunication
failures, cybercrimes, cybersecurity attacks and other catastrophic events. A major disruption of the systems and their backup mechanisms may
cause us to incur significant costs to repair the systems, experience a critical loss of data and/or result in significant business interruptions that
could have a material adverse impact on our financial condition, results of operations or reputation.
In addition, in the ordinary course of business, we regularly evaluate and make changes and upgrades to our information systems. As part of our
transformation strategy, we have commenced a multi-year effort to evaluate and, where appropriate, upgrade and/or replace certain of our
information systems, including systems for inventory management, order management and our finance systems. These system changes and
upgrades can require significant capital investments, dedication of resources and time to fully implement. During this transition, we may need to
continue to operate on legacy infrastructure, which has had, and could continue to have, a material adverse impact on our business operations and
financial results. While we follow a disciplined methodology when evaluating and making such changes, there can be no assurances that we will
successfully implement such changes, that such changes will occur without disruptions to our operations or that the new or upgraded systems will
achieve the desired business objectives.
Security breaches and other disruptions to our information technology infrastructure (including third-party service providers) could interfere
with our operations. These disruptions can lead to unplanned remediation costs to address enhancements to our IT systems and result in loss of
consumer confidence and other negative consequences, which may include litigation and regulatory penalties.
We collect, process, transmit and store relevant information about our customers and employees in the ordinary course of business in connection
with certain activities, including, without limitation credit card processing, website hosting, data encryption and software support. As a result, we
face risks associated with unauthorized access to our or our third-party service providers’
15
Table of Contents
information technology systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious
activities. These threats may result from human error, equipment failure or fraud or malice on the part of employees or third parties. We make
significant resource investments to protect this information and continue to invest in resources to maintain confidentiality, integrity and availability
of our data. As we migrate our legacy systems to cloud-based technologies hosted by third-parties, we also continue to develop systems and
processes that are designed to protect our customer, associate, and company information. However, it is not always possible to anticipate the
evolving threat landscape and mitigate all risks to our systems and information, and while these measures provide reasonable security, our efforts
have not in the past, and may not in the future, prevent all incidents of data breach or theft. We could also be affected by risks to the systems and
information of our vendors, service providers, counterparties and other third parties. Risks relating to cyberattacks on our vendors and other third
parties have also been increasing due to more frequent and severe supply chain attacks impacting software and information technology service
providers in recent years.
For example, in October 2019, we discovered that a third party acquired e-mail and password information from a source outside of our systems that
was used to access our online customer accounts. On October 29, 2019, we sent notifications to certain customers as required by applicable legal
requirements. None of our online customers’ payment cards were compromised as a result of this incident.
Globally, the sophistication, frequency and severity of the techniques used to obtain unauthorized access to systems, sabotage systems or
degrade system performance continue to evolve and become harder to detect. We are continuously evaluating and enhancing our cybersecurity
and information security systems and creating new systems and processes. However, there can be no assurance that these measures will be
effective in preventing or limiting the impact of future cybersecurity incidents. As techniques used to breach security grow in frequency and
sophistication, and are generally not recognized until launched against a target, we, or our third-party service providers, may not be able to
promptly detect that a cyber breach has occurred or, implement security measures in a timely manner or ensure that any such security measures will
be effective. If we experience a material cybersecurity incident impacting the confidentiality and integrity of our data or operations of systems this
could interfere with our operations and cause us to incur unplanned significant remediation costs to address enhancements to our IT resources,
affect our ability to carry out our businesses, impair the trust of our customers or potential customers and expose us to increased risk of lawsuits,
regulatory penalties and damage relating to loss of proprietary information, any of which could have a material adverse effect on our business,
financial results and our brand and reputation.
Damage to our reputation in any aspect of our operations could potentially impact our operating and financial results.
Our reputation is based, in part, on perceptions of subjective qualities, so incidents involving our brand, our Owned Brands, our products or the
retail industry in general that erode customer trust or confidence could adversely affect our reputation and our business.
As we increase the number of items available to be shipped directly from a vendor to a customer for home delivery or in-home assembly, we
increasingly rely on the performance of these third-party merchandise vendors and service providers. Our focus on executing strategic partnerships
also means that we will rely on the performance of those partners for activities that directly impact the customer experience. Any deficiencies in
performance by these third parties or partners could have a material adverse effect on our reputation, despite our monitoring controls and
procedures.
Federal, state and local governments, our customers and consumers and shareholders are becoming increasingly sensitive to environmental and
other sustainability issues. In response, we have committed to an ambitious ESG strategy. In order to reach these ambitions and goals, we will need
to incorporate ESG considerations into our business strategy, products and services, and may incur significant cost and effort in doing so. Failure
to manage and successfully execute our ESG strategy or address ESG matters appropriately (or being able to do so only at a significant expense to
our business), or failure to adapt our strategy and business to the changing regulatory requirements and market expectations, may result in
reputational damage and materially and adversely affect our business, results of operations and financial results.
In addition, challenges to our compliance with various regulations, rules and laws, including but not limited to, those related to social, product,
labor and environmental matters could also jeopardize our reputation and lead to adverse publicity, especially in the rapidly changing media
environment. The increased use of digital platforms, such as social media, by us and consumers has also increased the risk that our reputation
could be negatively impacted by information about or affecting us that is easily accessible and rapidly disseminated.
Damage to our brand and reputation could potentially impact our operating and financial results, diminish customer trust and generate negative
customer sentiment, as well as require additional resources to rebuild our reputation.
16
Table of Contents
Our success is dependent, in part, on managing costs of labor, merchandise and other expenses that are subject to factors beyond our control.
Our success depends, in part, on our ability to manage operating costs and to look for opportunities to reduce costs. Our ability to meet our labor
needs while controlling costs is subject to external factors such as unemployment levels, prevailing wage rates, minimum wage legislation, labor
organizing activities and changing demographics. Our ability to find qualified merchandise vendors and service providers and obtain access to
products in a timely, efficient and cost-effective manner can be adversely affected by trade restrictions, political instability, financial instability of
suppliers, suppliers’ noncompliance with applicable laws, transportation costs, disruptions to our supply chain network serving our stores,
distribution facilities and customers due to labor disturbances and other items, and other factors beyond our control, including the impact of the
COVID-19 pandemic.
Disruptions of our supply chain could have an adverse effect on our operating and financial results.
Disruption of our supply chain capabilities due to trade restrictions, port-related issues such as closures, congestion or delays, political instability,
war (including the ongoing military conflict between Russia and Ukraine), changes in tax or trade policy, weather, natural disaster, pandemics
(including COVID-19), terrorism, product recalls, labor supply or stoppages, financial and/or operational instability of key suppliers and carriers, or
other reasons could impair our ability to distribute our products and adversely impact the costs we incur to distribute our products. To the extent
we are unable to mitigate the likelihood or potential impact of such events, it could materially and adversely impact our business, results of
operations, financial condition and liquidity.
Historically, we have purchased substantially all of our merchandise in the United States, with the majority from domestic sources (who may
manufacture overseas) and the balance from importers. As we continue to expand our assortment of proprietary Owned Brand merchandise, the
portion of our merchandise that we purchase directly from overseas sources is increasing, and represented approximately 22% of our total
purchases in Fiscal 2021.
We have experienced in 2021, and expect to continue to experience in 2022, supply chain disruptions, including increased product costs, increased
shipping and transportation costs, increased labor wages, labor shortages and port and other delivery delays and associated charges. In addition
to increased costs, disruptions may also result in inventory management issues, such as slow replenishment, out-of-stocks and excessive
inventory levels. In an effort to mitigate these risks, and as part of our business transformation and strategy, we plan to make capital investments in
initiatives aimed to help modernize our supply chain and network operations. As part of this program, we have partnered with Ryder System, Inc. to
develop and operate two new regional distribution centers to provide merchandise to regional stores for both in-store shopping and online
shopping services such as BOPIS or Curbside, Same Day Delivery, and Ship from Store. The first of these facilities began operations in the second
half of Fiscal 2021. Failure to effectively manage this and other supply chain modernization initiatives could materially and adversely impact our
business.
In addition, any significant changes to trade policy, including implementation of additional tax or import restrictions, could result in additional costs
to us or require us to seek alternative sources of supply, which could negatively impact our reputation and have a material adverse effect on our
business and results of operations.
Rising inflation may adversely affect us by increasing costs of materials, labor and other costs beyond what we can recover through price
increases.
Inflation can adversely affect us by increasing the costs of materials, labor and other costs required to manage and grow our business. In the
current inflationary environment, depending on the terms of our contracts and other economic conditions, we may be unable to raise prices enough
to keep up with the rate of inflation, which would reduce our profit margins and returns. If we are unable to increase our prices to offset the effects
of inflation, our business, results of operations and financial condition could be materially and adversely affected.
In addition, inflation is often accompanied by higher interest rates. The impact of COVID-19 may increase uncertainty in the global financial
markets, as well as the possibility of high inflation and extended economic downturn, which could reduce our ability to incur debt or access capital
and impact our results of operations and financial condition even after these conditions improve.
Inefficient management of relationships and dependencies on third-party service providers could adversely affect our operations.
We rely on third parties to support our business and provide certain services, which include portions of our technology and operational
infrastructure. As a result, our business model is complex and can be challenging to manage. If we do not properly
17
Table of Contents
manage these relationships, or if these third-party service providers fail to perform, meet expectations, or face disruptions, it could result in the loss
of our competitive position and reputational damage and adversely affect our results of operations.
Our success is dependent, in part, on the ability of our employees in all areas of the organization to execute our business plan and, ultimately, to
satisfy our customers.
We depend on the skills, working relationships, and continued services of key personnel. In addition, our ability to achieve our operating goals
depends on our ability to identify, hire, train, and retain qualified individuals. Our ability to attract and retain qualified employees in all areas of the
organization may be affected by a number of factors, including geographic relocation of employees, operations or facilities and the highly
competitive markets in which we operate, including the markets for the types of skilled individuals needed to support our continued success. We
compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train,
and retain other talented personnel. Any such loss or failure could adversely affect our business, results of operations and financial condition.
In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees. If key employees
terminate their employment, become ill (including as a result of the COVID-19 pandemic), or if an insufficient number of employees is retained to
maintain effective operations, our business activities may be adversely affected and our management team's attention may be diverted. In addition,
we may not be able to locate suitable replacements for any key employees who leave or offer employment to potential replacements on reasonable
terms, all of which could adversely affect our business, results of operations and financial condition.
Extreme or unusual weather patterns caused by climate change or otherwise, natural disasters, and other catastrophic events, as well as
regulatory or market measures and changing consumer preferences in response to climate change and ESG matters, could adversely affect our
business and results of operations.
Our business is susceptible to risks associated with extreme weather patterns, including the impacts of climate change. Extreme weather conditions
and natural disasters, such as heavy snow, ice or rain storms, hurricanes, floods, tornados, earthquakes, wild fires, or a combination of these and
other factors, could have a material adverse effect on our business, financial condition and results of operation. For example, extreme weather
conditions over a prolonged period of time in the areas in which our stores or distribution centers are located, especially in areas with a high
concentration of our stores, may make it difficult for our customers or associates to travel to our stores or distribution centers and thereby reduce
our sales and profitability. These conditions can have similar impacts to our supply chain operations causing delivery disruptions or delays in order
fulfillment. Such extreme weather conditions or natural disasters could cause significant damage to, destroy and/or force the closure of our stores
and distribution centers, as well as those of our third-party service providers.
In addition, our business is susceptible to unusual and unseasonable weather patterns, such as extended periods of warm temperatures in the fall
and winter seasons or cool temperatures in the spring and summer seasons, which could result in inappropriate inventory levels, especially for our
BABY business, and negatively impact our business, results of operations and financial condition.
There is also increased focus, including by investors, customers and other stakeholders, on climate change and other ESG and sustainability
matters, including single use plastic, energy, waste and worker safety. Concern about climate and sustainability-related issues may result in
changes in consumer preference, including moving away from products considered to have high climate change impact and toward products that
are more sustainably made. If we fail to adapt to these changing consumer preferences, our business, results of operations and reputation may be
materially adversely affected.
Concern over climate change may result in new or additional legal, legislative and regulatory requirements to reduce or mitigate the effects of
climate change on the environment, which could result in future tax, transportation and utility cost increases that adversely affect our business.
New or more stringent climate change-related mandates, laws or regulations, or stricter interpretations of existing mandates, law or regulations,
could also require additional expenditures by us or our suppliers, which could have a material adverse effect on our business, results of operations,
financial condition and cash flows.
CAPITAL RISKS
Disruptions in the financial markets could have a material adverse effect on the Company’s ability to access our cash and cash equivalents.
We may have amounts of cash and cash equivalents at financial institutions that are in excess of federally insured limits. While we closely manage
our cash and cash equivalents balances to minimize risk, if there were disruptions in the financial markets
18
Table of Contents
(including as a result of the COVID-19 pandemic), we cannot be assured that we will not experience losses on our deposits, and it may negatively
impact the availability and cost of capital.
Our stock price has been and may continue to be subject to volatility, and this and other factors may affect elements of our capital allocation
strategy such as share repurchases, future dividends and debt reduction.
Our stock price has experienced volatility over time and this volatility may continue, in part due to factors such as those mentioned in this Item 1A.
Stock volatility in itself may adversely affect shareholder confidence as well as employee morale and retention for those associates who receive
equity grants as part of their compensation packages. The impact on employee morale and retention could adversely affect our business
performance and financial results. Stock volatility and other factors may also affect elements of our capital allocation strategy, and our ability to use
equity to fund acquisitions or raise capital.
In addition, we have received, and may continue to receive, significant media attention, including from blogs, articles, message boards and social
media. Information provided by third parties may not be reliable or accurate, or contain misleading, incomplete or otherwise damaging information,
which could influence trading activity in our stock. As a result, our stock has experienced, and could continue to experience, extreme price and
volume fluctuations that may be unrelated to our operating performance, financial position or other business fundamentals. This activity along with
other factors, including the involvement of short sellers or activist investors in our stock, has materially impacted in the past, and could materially
impact in the future, the trading price of our stock, put pressure on the supply and demand for our stock, limit our stockholders from readily selling
their shares and result in significant loss of investment.
As part of our capital allocation strategy, since December 2004, our Board of Directors has authorized several share repurchase programs, and in
April 2016, the Board of Directors authorized a quarterly dividend program. Decisions regarding share repurchases and dividends are within the
discretion of the Board of Directors, and will be influenced by a number of factors, including the price of our common stock, general business and
economic conditions, our financial condition and operating results, the emergence of alternative investment or acquisition opportunities, changes
in business strategy and other factors. Changes in, or the elimination of, our share repurchase programs or dividend could have a material adverse
effect on the price of our common stock. Our share repurchase program could change, and would be influenced by several factors, including
business and market conditions, such as the impact of the COVID-19 pandemic on our stock price. In response to the COVID-19 pandemic, in
March 2020, we postponed our plans for share repurchases and suspended the payment of dividends and planned debt reductions. We
recommenced share repurchase programs on October 28, 2020 and in Fiscal 2020 entered into accelerated share repurchase programs on October 28,
2020 and January 7, 2021 (as amended on January 29, 2021), totaling $375.0 million. In Fiscal 2021, we announced that we intended to complete our
$1 billion three year repurchase plan by the end of Fiscal 2021, two years ahead of schedule, and completed share repurchases of $574.9 million,
bringing cumulative repurchases under this plan to approximately $950.0 million through February 26, 2022. An additional approximately $40.0
million was repurchased in March of 2022. For more information on our dividends and share repurchase programs, see "Management’s Discussion
and Analysis of Financial Condition and Results of Operations."
Our business would be adversely affected if we are unable to service our debt obligations.
We have incurred indebtedness under senior unsecured notes and have entered into the ABL Facility. Our ability to pay interest and principal when
due, comply with debt covenants or repurchase the senior unsecured notes if a change of control occurs, will depend upon, among other things,
sales and cash flow levels and other factors that affect our future financial and operating performance, including prevailing economic conditions
and financial and business factors, many of which are beyond our control. Given the current economic environment, and potential adverse effects
of the COVID-19 pandemic, for example, we may be unable to maintain compliance with the springing minimum fixed charge coverage ratio covenant
under the ABL Facility in future periods, to the extent the covenant is applicable under the terms of the ABL Facility, which would among other
things, result in an event of default under the ABL Facility.
If we become unable in the future to generate sufficient cash flow to meet our debt service requirements, we may be forced to take remedial actions
such as restructuring or refinancing our debt; seeking additional debt or equity capital; reducing or delaying our business activities, or selling
assets. There can be no assurance that any such measures would be successful.
LEGAL AND REGULATORY RISKS
Changes in statutory, regulatory, and other legal requirements at a local, state or provincial and national level, or deemed noncompliance with
such requirements, could potentially impact our operating and financial results.
We are subject to numerous statutory, regulatory and legal requirements at a local, state or provincial and national level, and this regulatory
environment is subject to constant change. Our operating results could be negatively impacted by developments in
19
Table of Contents
these areas due to the costs of compliance in addition to possible government penalties and litigation, operating interruptions and reputational
damage in the event of deemed noncompliance. Changes in the law or the regulatory environment, or deemed noncompliance with such laws or
regulations, in the areas of customer, employee or product safety, environmental protection, privacy and information security, labor, wage and hour
laws, and international trade policy, among others, could adversely impact our operations and financial results.
As part of our business transformation and strategy, we have expanded our product offerings to include a selection of Owned Brands. This
expansion brings additional regulatory and compliance requirements, which require new resources and the development of new policies and
procedures. Our failure to properly manage our expanded business or comply with these regulations could expose us to fines, penalties, litigation
and other costs that could harm our reputation and adversely impact our financial results.
Changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws could negatively
impact our operating results and financial position.
Our operating results and financial position could be negatively impacted by changes to accounting rules and regulations or new interpretations of
existing accounting standards. Our effective income tax rate could be impacted by changes in accounting standards as well as changes in tax laws
or the interpretations of these tax laws by courts and taxing authorities, which could negatively impact our financial results. Such changes would
include for example, the possible adoption by the United States of additional tariffs, or the disallowance of tax deductions, with respect to imported
merchandise.
New, or developments in existing, litigation, claims or assessments could potentially impact our reputation, operating and financial results.
We are involved in litigation, claims and assessments incidental to our business, the disposition of which is not expected to have a material effect
on our reputation, financial position or results of operations. It is possible, however, that future results of operations for any particular quarterly or
annual period could be materially adversely affected by changes in our assumptions related to these matters. While outcomes of such actions vary,
any such claim or assessment against us could negatively impact our reputation, operations and financial results.
A failure of our business partners to adhere to appropriate laws, regulations or standards could negatively impact our reputation.
We engage with various third parties to meet business needs. These business partners include, among others, vendors, suppliers, and service
providers. The failure of these business partners to comply with applicable regulations, rules, laws, and industry standards could negatively impact
our reputation and have a material adverse effect on our business and results of operations.
ITEM 1B - UNRESOLVED STAFF COMMENTS

None.
ITEM 2 - PROPERTIES
Most of our stores are located in suburban areas of medium and large-sized cities. These stores are situated in strip and power strip shopping
centers, as well as in major off-price and conventional malls, and in free standing buildings.
As of February 26, 2022, our 953 stores are located in all 50 states, the District of Columbia, Puerto Rico and Canada and range in size from
approximately 4,000 to 84,000 square feet, but are predominantly between 18,000 and 50,000 square feet. Approximately 85% to 90% of store space is
u sed for selling areas.
20
Table of Contents
The table below sets forth the locations of our stores as of February 26, 2022:
STORE LOCATIONS
Alabama 12 New York 60

Alaska 1 North Carolina 26
Arizona 22 North Dakota 2
Arkansas 6 Ohio 25
California 87 Oklahoma 9
Colorado 20 Oregon 11
Connecticut 14 Pennsylvania 25
Delaware 4 Rhode Island 2
Florida 69 South Carolina 13
Georgia 25 South Dakota 2
Hawaii 1 Tennessee 18
Idaho 6 Texas 76
Illinois 31 Utah 7
Indiana 13 Vermont 2
Iowa 8 Virginia 26
Kansas 10 Washington 18
Kentucky 8 West Virginia 1
Louisiana 12 Wisconsin 9
Maine 4 Wyoming 2
Maryland 14 District of Columbia 1
Massachusetts 21 Puerto Rico 2
Michigan 30 Alberta, Canada 17
Minnesota 9 British Columbia, Canada 11
Mississippi 5 Manitoba, Canada 2
Missouri 15 New Brunswick, Canada 2
Montana 6 Newfoundland and Labrador, Canada 1
Nebraska 5 Nova Scotia, Canada 2
Nevada 9 Ontario, Canada 27
New Hampshire 9 Prince Edward Island, Canada 1
New Jersey 70 Saskatchewan, Canada 2
New Mexico 5 Total 953
We lease substantially all of our existing stores. The leases provide for original lease terms that generally range from 10 to 15 years and most leases
provide for a series of 5 year renewal options, often at increased rents, the exercise of which is at our sole discretion. We evaluate leases on an
ongoing basis which may lead to renegotiated lease provisions, including rent and term duration, or the possible relocation or closing of stores. We
have approximately 150 store leases that are up for renewal in 2022, which provide opportunity to evaluate additional store closures and
relocations. Certain leases provide for scheduled rent increases (which, in the case of fixed increases, we account for on a straight-line basis over
the committed lease term, beginning when we obtain possession of the premises) and/or for contingent rent (based upon store sales exceeding
stipulated amounts).
We have distribution facilities, which ship merchandise to stores and customers, totaling approximately 4.4 million square feet, including our first
regional distribution center, an approximately one million square foot facility in Frackville, Pennsylvania, which became operational during Fiscal
2021. We also executed a lease for our second regional distribution center in Jurupa Valley, California, which is expected to be operational by late
2022. Ryder Systems, Inc. will operate these two regional distribution centers under a strategic partnership, with the objective of reducing product
replenishment times and improving the customer experience.
As of February 26, 2022, we have approximately 704,000 square feet within 9 leased and owned facilities for corporate office functions.
21
Table of Contents
ITEM 3 - LEGAL PROCEEDINGS
A putative securities class action was filed on April 14, 2020 against our Company and three of our officers and/or directors (Mark Tritton, Mary
"Exchange Act") on behalf of a putative class of purchasers of our securities from October 2, 2019 through February 11, 2020. The Complaint
alleges that certain of our disclosures about financial performance and certain other public statements during the putative class period were
materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative class against the
same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-05339-MCA-MAH,
is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and
appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the "Securities Class
Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20, 2020, on behalf of a
putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved to dismiss the
Amended Complaint on December 21, 2020.
The settlement has been executed and was preliminarily approved by the New Jersey Federal Court in February 2022. If the settlement is granted
final approval, the Securities Class Action will be fully resolved and the matter will be dismissed. The Company has recorded a liability for the
Securities Class Action, based on the agreed settlement amount and insurance coverage available.
On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of our Company against
under state law arising from the events underlying the securities class actions described above and from our repurchases of our own shares during
the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v. Tritton, et al.,
Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed
July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending disposition of a motion
to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three derivative cases have moved to
consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, but the stay was
subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case.
On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No. 516051/2020, was filed in the
conditions.
On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and former directors and
officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of
New York, Kings County. The claims are essentially the same as in the other two derivative actions. On October 26, 2021, the court consolidated the
Schneider and Anthony actions, and the plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a motion
to dismiss this case.
The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement in principle was reached
subsequent to year-end. The settlement remains subject to documentation and must be approved by the Court.
While no assurance can be given as to the ultimate outcome of these matters, we do not believe that the final resolution will have a material adverse
effect on the Company’s consolidated financial position, results or liquidity. We are also a party to various legal proceedings arising in the ordinary
course of business, which we do not believe to be material to the Company’s consolidated financial position, results of operations or liquidity.
22
Table of Contents
ITEM 4 - MINE SAFETY DISCLOSURES

Not Applicable.
23
Table of Contents
PART II
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The Nasdaq Global Select Market under the symbol BBBY. On March 26, 2022, there were approximately 1,600
shareholders of record of the common stock (without including individual participants in nominee security position listings). On March 26, 2022,
the last reported sale price of the common stock was $22.59.
During Fiscal 2016, our Board of Directors authorized a quarterly dividend program. During Fiscal 2021, 2020, and 2019, total cash dividends of $0.7
million, $23.1 million, and $85.5 million were paid, respectively. As a result of the COVID-19 pandemic, in Fiscal 2020 we suspended our quarterly
cash dividend payments to support plans to build long-term shareholder value and further strengthen our financial flexibility. Any quarterly cash
dividends to be paid in the future are subject to the determination by the Board of Directors, based on an evaluation of our earnings, financial
condition and requirements, business conditions and other factors.
Since 2004 through the end of Fiscal 2021, we have repurchased approximately $11.685 billion of our common stock through share repurchase
programs. Our purchases of our common stock during the fourth quarter of Fiscal 2021 were as follows:
Approximate Dollar
Total Number of Value of Shares
Shares Purchased as that May Yet Be
Part of Publicly Purchased Under
Total Number of Average Price Announced Plans the Plans or Programs (1)
Period Shares Purchased (1) Paid per Share or Programs (1) (2)
November 28, 2021 - December 25, 2021 5,386,300 $ 17.93 5,386,300 $ 1,401,159,241
December 26, 2021 - January 22, 2022 2,431,100 $ 14.26 2,431,100 $ 1,366,479,614
January 23, 2022 - February 26, 2022 6,547,200 $ 15.14 6,547,200 $ 1,267,377,844
Total 14,364,600 $ 16.04 14,364,600 $ 1,267,377,844
(1)
Between December 2004 and April 2021, our Board of Directors authorized, through several share repurchase programs, the repurchase of $12.950
billion of our shares of common stock. We have authorization to make repurchases from time to time in the open market or through other parameters
approved by the Board of Directors pursuant to existing rules and regulations. Shares purchased, as indicated in this table, include shares withheld
to cover employee related taxes on vested restricted shares, restricted stock units and performance stock unit awards, as well as shares purchased
pursuant to accelerated share repurchase agreements. Our share repurchase program could change, and any future share repurchases will be
subject to the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and requirements, business and
market conditions and other factors, including the restrictions on share repurchases under our secured asset-based revolving credit facility.
(2)
Excludes brokerage commissions paid by us, if any.
24
Table of Contents
Stock Price Performance Graph
The graph shown below compares the performance of our common stock with that of the S&P 500 Index, the S&P Retail Composite Index and the
S&P 500 Specialty Retail Index over the same period (assuming the investment of $100 in our common stock and each of the three Indexes on
February 25, 2017, and the reinvestment of dividends, if any).
25
Table of Contents
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS
OVERVIEW
Bed Bath & Beyond Inc. and subsidiaries (the "Company", "we", "our", "us", or "ourselves") is an omni-channel retailer that makes it easy for our
customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names
Bed Bath & Beyond, buybuy BABY ("BABY"), and Harmon, Harmon Face Values, or Face Values (collectively, "Harmon"). We also operate
Decorist, an online interior design platform that provides personalized home design services. In addition, we are a partner in a joint venture, which
operates retail stores in Mexico under the name Bed Bath & Beyond.
We account for our operations as one North American Retail reporting segment. For Fiscal 2020 and 2019, we accounted for our operations as two
operating segments: North American Retail and Institutional Sales, the latter of which did not meet the quantitative thresholds under GAAP and,
therefore, was not a reportable segment, and which was divested in October 2020.
seamless omni-channel shopping experience. Digital purchases, including web and mobile, can be shipped to a customer from our distribution
facilities, directly from vendors, or from a store. Store purchases are primarily fulfilled from that store's inventory or may also be shipped to a
customer from one of our distribution facilities, from a vendor, or from another store. Customers can also choose to pick up orders using our BOPIS
and contactless Curbside Pickup services, as well as return online purchases to a store. Customers can also make purchases through one of our
customer contact centers and in-store through The Beyond Store, our proprietary web-based platform. These capabilities allow us to better serve
our customers across various channels.
Across our banners, we carry a wide variety of domestics and home furnishings merchandise. Domestics merchandise includes categories such as
bed linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop items, fine tabletop,
basic housewares, general home furnishings (including furniture and wall décor), consumables and certain juvenile products.
Business Transformation and Restructuring
Executive Officer (CEO) Mark Tritton, has been focused on driving an omni-always, customer-inspired strategy to re-establish our authority in the
Home, Baby, Beauty & Wellness markets. We have created a more focused portfolio through the divestiture of non-core assets and further
strengthened our financial flexibility through key actions such as corporate restructurings and operating expense control to re-set our cost
structure and support our ongoing business transformation.
In March 2021, we announced our plan to introduce at least eight new Owned Brands during Fiscal 2021. During Fiscal 2021 the following Owned
Brands were launched:
26
Table of Contents
The assortment for these Owned Brands includes thousands of new products across our key destination categories of Bed, Bath, Kitchen Food
Prep, Home Organization and Indoor Decor. We also continue to redefine certain of our existing Owned Brands, such as Bee & Willow™ and
Marmalade™, including new brand imagery and packaging as well as refined product assortment and presentation.
modernize our operations and unlock strong and sustainable shareholder value.
As part of our business transformation plan, we are also pursuing a comprehensive cost restructuring program, to drive improved financial
performance. We expect to reinvest a portion of the expected cost savings into future growth initiatives. Key components of the expected financial
improvement include:
•Approximately $100 million in annual savings from our previously disclosed store fleet optimization program which included the planned closure of
approximately 200 mostly Bed Bath & Beyond stores. This program was largely completed by February 26, 2022. During Fiscal 2021, we closed 63
stores (bringing the total store closures to 207 since the program's inception). We continue to believe that our physical store channel is an asset for
our transformation into a digital-first company, especially with new omni-fulfillment capabilities in BOPIS, Curbside Pickup, Same Day Delivery and
fulfill-from-store.
•Approximately $200 million in annual savings from product sourcing, through renegotiations with existing vendors.
•Approximately $100 to $150 million in annual selling, general and administrative expense savings from continued optimization of our corporate
overhead cost structure and reductions in other discretionary expense. During the second quarter of Fiscal 2020, we implemented a workforce
reduction of approximately 2,800 roles from across our corporate headquarters and retail stores, designed to further reduce layers at the corporate
level, significantly reposition field operations to better serve customers in a digital-first environment and realign our technology, supply chain and
merchandising teams to support our strategic growth initiatives.
•In the fourth quarter of Fiscal 2021, we announced that we are pursuing additional expense optimization measures of approximately $100 million
annualized that will explore areas such as additional store fleet optimization, fixed costs and discretionary savings opportunities.
In connection with the above restructuring and transformation initiatives, during Fiscal 2021, we recorded total expense of $281.2 million including
$137.2 million in cost of sales, primarily associated with the transition of our product assortment to Owned Brands and, to a lesser extent, to
redefine certain existing Owned Brands, as well as $144.0 million in restructuring and transformation initiative expenses for costs associated with
our planned store closures as part of the store fleet optimization program and other transformation initiatives. We also recorded impairment charges
of approximately $36.5 million, primarily related to store assets. At this point, we are unable to estimate the amount or range of amounts expected to
be incurred in connection with future restructuring and transformation initiatives, including additional Owned Brand introductions and further store
closures, and will provide such estimates as they become available.
Additionally, as part of these efforts, we completed the divestitures of the following banners:
•In December 2020, we entered into a definitive agreement to sell Cost Plus World Market to Kingswood Capital Management.
•In October 2020, we entered into definitive agreements to sell Christmas Tree Shops ("CTS") to Handil Holdings LLC.
•In October 2020, we entered into a definitive agreement to sell Linen Holdings to The Linen Group, LLC, an affiliate of Lion Equity Partners.
•In February 2020, we entered into a definitive agreement to sell PersonalizationMall.com ("PMall") to 1-800-FLOWERS.COM.
•During the first quarter of Fiscal 2020, we also sold One Kings Lane to a third party.
27
Table of Contents
The net proceeds from these transactions have been reinvested in our core business operations to drive growth, fund share repurchases and
reduce our outstanding debt.
During Fiscal 2021, we recognized a charge of approximately $18.2 million in loss on sale of businesses in the consolidated statement of operations,
primarily associated with the Fiscal 2021 settlement of the CTS pension plan (see "Employee Benefit Plans," Note 11 to the accompanying
consolidated financial statements) and certain working capital and other adjustments related to the above divestitures. During Fiscal 2020, we
recognized a loss of approximately $1.1 million on the sale of businesses related to certain of the above divestitures.
Executive Summary
The following represents a summary of key financial results and related business developments for the periods indicated:
•Net sales for Fiscal 2021 were $7.868 billion, a decrease of approximately 14.8% as compared with Fiscal 2020.
•Excluding the impact of the business divestitures described above, which represented net sales of $1.290 billion for Fiscal 2020, net sales for our
four core banners for Fiscal 2021 decreased by approximately 1% compared with Fiscal 2020.
•During Fiscal 2021, we continued to execute against key initiatives under our transformation program, including:
•Owned Brands. We launched eight new Owned Brands, under which there are thousands of new products across our key Destination Categories
of Bed, Bath, Kitchen Food Prep, Home Organization and Indoor Decor.
•New York City Flagship Renovation. We completed the renovation of our Bed Bath & Beyond flagship store in New York City, which reopened in
July 2021 after undergoing a complete transformation since closing in December 2020. The renovated flagship store is an expression of the new Bed
Bath & Beyond, with a significant focus on our five core destination categories of bed, bath, kitchen & dining, indoor décor and organization.
◦Omni-Channel Capabilities. We continued our focus on being a digital-first, omni-always retailer:
▪We announced separate partnerships with DoorDash and Uber to provide on-demand delivery of essential homeware products and items from
more than 700 Bed Bath & Beyond locations and nearly 120 BABY locations nationwide.
▪In November 2021, we launched our new digital marketplace to build on our existing authority in key Home & Baby categories, with an assortment
of products from a highly curated selection of third-party brand partners that will be integrated into our digital platform.
▪In November 2021, we announced a strategic collaboration to directly offer Kroger customers an extensive selection of the most sought-after
goods for the Home & Baby products carried by the Bed Bath & Beyond and buybuy BABY banners through Kroger.com as well as a small-scale
physical store pilot at select Kroger Family of Companies stores beginning in Fiscal 2022.
customers personalize their living spaces and make it easy to feel at home. Our buybuy BABY banner introduced its "welcome to parenthood"
program in-store and online through educational resources, reimagined shopping experiences, a revised registry, new digital offerings and a new
marketing campaign to inspire customers to embrace every aspect of parenthood. Additionally, we announced key partnerships with Casper Sleep
Inc. (including a first branded shop-in shop in our New York City flagship store), and with Safely™, an eco-friendly line of home care and cleaning
products which made its retail debut exclusively in Bed Bath & Beyond, buybuy BABY and Harmon stores nationwide.
•Supply Chain Transformation. In the second half of Fiscal 2021, we started operations at our first regional distribution center, an approximately
one million square foot facility in Frackville, Pennsylvania, and executed a lease for our second regional distribution center in Jurupa Valley,
California, which is expected to be operational by late 2022. Ryder
28
Table of Contents
Systems, Inc. will operate these two regional distribution centers under a strategic partnership, with the objective of reducing product
replenishment times and improving the customer experience.
•Store Fleet Optimization. We continue to believe that our physical store channel is an asset for our transformation into a digital-first company,
especially with omni-fulfillment capabilities in BOPIS, Curbside Pickup, Same Day Delivery and fulfill-from-store. During Fiscal 2021:
◦We commenced renovations on approximately 130 stores, of which approximately 80 were completed, to bring the expression of the new Bed Bath
& Beyond to our customers in many of our markets.
◦We largely completed the planned optimization of our store fleet through the closure of 63 mostly Bed Bath & Beyond stores during Fiscal 2021,
bringing total store closures for the overall program to 207 as of February 26, 2022.
We plan to continue to actively manage our real estate portfolio to permit store sizes, layouts, locations and offerings to evolve over time to
optimize market profitability and to renovate, remodel or reposition stores within markets as appropriate.
•In connection with these restructuring and transformation initiatives, during Fiscal 2021, we recorded total expense of $281.2 million including
$137.2 million in cost of sales and $144.0 million in restructuring and transformation initiative expenses in the consolidated statement of operations,
as well as $36.5 million of impairments and $18.2 million of losses on sales of businesses.
•During Fiscal 2021, we announced plans to complete our $1 billion three-year repurchase plan by the end of Fiscal 2021, which was two years
ahead of schedule. During Fiscal 2021, we repurchased approximately 27.7 million shares of our common stock under the share repurchase plan
approved by our Board of Directors, at a total cost of approximately $574.9 million, which combined with the accelerated share repurchase programs
entered into in Fiscal 2020 totaling $375.0 million, resulted in the repurchase of $950.0 million shares under this plan as of February 26, 2022. An
additional approximately $40.0 million was repurchased in March of 2022.
•Net loss for Fiscal 2021 was $559.6 million, or $5.64 per diluted share, compared with net loss of $150.8 million, or $1.24 per diluted share, for Fiscal
2020. Net loss for Fiscal 2021 included a net unfavorable impact of $4.66 per diluted share associated with restructuring and other transformation
initiatives, non-cash impairments, loss on sale of business and loss on debt extinguishment, as well as the impact of recording a valuation
allowance against the Company’s U.S. federal and state deferred tax assets (see "Provision for Income Taxes," Note 8 to the accompanying
consolidated financial statements). Net loss for Fiscal 2020 included a net unfavorable impact of $0.23 per diluted share associated with the loss on
sale of business, non-cash impairments and charges recorded in connection with the restructuring program and transformation initiatives offset by
a gain on extinguishment of debt and decrease in the incremental inventory reserve for future markdowns recorded in Fiscal 2019, as well as the
associated tax effects.
pandemic, we began to temporarily close certain store locations that did not have a health and personal care department, and as of March 23, 2020,
all of our retail stores across the U.S. and Canada were temporarily closed except for most stand-alone buybuy BABY and Harmon stores, subject to
state and local regulations. In May 2020, we announced a phased approach to re-open our stores in compliance with relevant government
directives, and as of the end of July 2020, nearly all of our stores re-opened. During portions of Fiscal 2021, a limited number of stores in Canada
either closed temporarily or continued to operate under restrictions in compliance with local governmental orders. As of February 26, 2022, all of our
stores were operating without restriction subject to compliance with applicable mask and vaccine requirements.
The COVID-19 pandemic materially adversely impacted our results of operations and cash flows for Fiscal 2021. We are continuing to closely
monitor the impact of the COVID-19 pandemic on our business, results of operations, and financial results, as numerous significant uncertainties
continue to surround the pandemic and its ultimate impact on us, including but not limited to:
•the timing and extent of recovery in consumer traffic and spending;

•potential delays, interruptions and disruptions in our supply chain, including higher freight charges;
•labor shortages, wage pressures and competition for talent;
29
Table of Contents
•the extent of dissemination and public acceptance of COVID-19 vaccines and their effectiveness against COVID-19 and its evolving strains, some
of which may be more transmissible or virulent than the initial strain;
•additional widespread resurgences in COVID-19 infections; and
•evolving safety protocols such as requirements for proof of vaccination or regular testing in certain of our markets.
Further discussion of the risks and uncertainties posed by the COVID-19 pandemic is included in "Risk Factors" under "Part I, Item 1A" of this
Form 10-K.
RESULTS OF OPERATIONS
The fiscal years discussed below were each comprised of 52 weeks.
Net Sales
Fiscal Year Ended Change from Prior Year

February 26, February 27, February 29,
(in millions) 2022 2021 2020 February 26, 2022 February 27, 2021
Net sales $ 7,867.8 $ 9,233.0 $ 11,158.6 $ (1,365.2) (14.8)% $ (1,925.6) (17.3)%
Sales from divested

banners - 1,290.1 2,151.1 (1,290.1) (100.0)% (861.0) (40.0)%
Excluding the impact of the divestitures described above, which represented net sales of $1.290 billion for Fiscal 2020, net sales for our four core
banners for Fiscal 2021 decreased by approximately 1% compared with Fiscal 2020, as net sales improvements in the first half of Fiscal 2021,
including due to the impact of the COVID-19 pandemic in the first quarter of 2020, were offset by the impact of traffic declines and the supply chain
disruptions in the second half of the year. Store closures as part of our store fleet optimization program also contributed to the decline in sales from
Fiscal 2020 to Fiscal 2021.
The decrease in net sales for Fiscal 2020 was primarily due to the impact of the COVID-19 pandemic during the first quarter of Fiscal 2020, as well as
the impact of our transformation initiatives, primarily our store fleet optimization program and the business divestitures described above (see
Business Transformation and Restructuring).
During Fiscal 2021, Fiscal 2020 and Fiscal 2019, net sales consummated through digital channels represented approximately 37%, 38% and 17%,
respectively, of our sales. Sales consummated on a mobile device while physically in a store location and BOPIS orders are recorded as customer
facing digital channel sales. Customer orders taken in-store by an associate through The Beyond Store, our proprietary, web-based platform, are
recorded as in-store sales. Prior to implementation of BOPIS and contactless Curbside Pickup services, customer orders reserved online and picked
up in a store were recorded as in-store sales. Sales originally consummated from customer facing digital channels and subsequently returned in-
store are recorded as a reduction of in-store sales.
As a result of the extended closure of the majority of our stores in the first quarter and in June of Fiscal 2020 due to the COVID-19 pandemic and
our policy of excluding extended store closures from our comparable sales calculation, we believe that comparable sales* was not a meaningful
metric for the first quarter of Fiscal 2020 as well as for the month of June in Fiscal 2020 and, therefore, are not a meaningful metric for Fiscal 2021 and
Fiscal 2020.
* Comparable sales normally include sales consummated through all retail channels that have been operating for twelve full months following the opening period
(typically six to eight weeks), excluding the impact of store fleet optimization program. We are an omni-channel retailer with capabilities that allow a customer to use
more than one channel when making a purchase, including in-store, online, with a mobile device or through a customer contact center, and have it fulfilled, in most cases,
either through in-store customer pickup or by direct shipment to the customer from one of our distribution facilities, stores or vendors.
Our comparable sales metric considers sales consummated through all retail channels - in-store, online, with a mobile device or through a customer
contact center. Our omni-channel environment allows our customers to use more than one channel when making a purchase. We believe in an
integrated and seamless customer experience. A few examples are: a customer may be assisted by an in-store associate to create a wedding or baby
registry, while the guests may ultimately purchase a gift from our websites; or a customer may research a particular item, and read other customer
reviews on our websites before visiting a store to consummate the actual purchase; or a customer may buy an item online for in-store or curbside
pickup; or while in a store, a
30
Table of Contents
customer may make the purchase on a mobile device for in home delivery from either a distribution facility, a store or directly from a vendor. In
addition, we accept returns in-store without regard to the channel in which the purchase was consummated, therefore resulting in reducing store
sales by sales originally consummated through customer facing digital channels. As our retail operations are integrated and we cannot reasonably
track the channel in which the ultimate sale is initiated, we can however, provide directional information on where the sale was consummated.
Sales of domestics merchandise accounted for approximately 37.4%, 34.7%, and 35.2%, of net sales in Fiscal 2021, 2020 and 2019, respectively. Sales
of home furnishings accounted for approximately 62.6%, 65.3% and 64.8% of net sales, respectively, for Fiscal 2021, 2020, and 2019.
Gross Profit

Gross profit $ 2,483.5 $ 3,118.1 $ 3,541.7 $ (634.6) (20.4)% $ (423.6) (12.0)%
Gross profit
percentage 31.6% 33.8% 31.7% (2.2)% (6.5)% 2.1% 6.6%
Gross profit in Fiscal 2021 was negatively impacted by markdown activity associated with inventory being removed from our assortment in
connection with the launches of new Owned Brands and, to a lesser extent, the redefinition of certain existing Owned Brands, as well as markdown
activity associated with store closures as part of our store fleet optimization program. Gross profit for Fiscal 2021 included the impact of charges of
$137.2 million for these higher markdowns on inventory sold, as well as an adjustment to reduce the cost of inventory on hand to be removed from
the product assortment as part of these initiatives to its estimated realizable value. In addition, higher freight expenses, both for inbound product
shipments and direct-to-customer fulfillment and in part due to industry wide, global supply chain challenges, negatively impacted gross margin in
Fiscal 2021 compared with Fiscal 2020, which offset the favorable impact of a shift in product assortment toward new Owned Brands and a more
normalized mix of digital sales.
The increase in the gross margin between Fiscal 2020 and Fiscal 2019 was primarily attributable to a shift in product mix and the leverage of
distribution and fulfillment costs, partially offset by the impact of channel mix, including higher net-direct-to-customer shipping expense. In
addition, our gross margin for Fiscal 2020 included the impact of a net benefit of $20.2 million from the reduction of incremental markdown reserves
taken in Fiscal 2019, partially offset by restructuring and transformation initiatives.
31
Table of Contents
Selling, General and Administrative Expenses

Selling, general and
administrative
expenses $ 2,692.3 $ 3,224.4 $ 3,732.5 $ (532.1) (16.5)% $ (508.1) (13.6)%
As a percentage of
net sales 34.2% 34.9% 33.4% (0.7)% (2.0)% 1.5% 4.5%
The decrease in SG&A expenses for Fiscal 2021 was primarily attributable to cost reductions resulting from our transformation initiatives, including
reductions in corporate overhead, divestitures of non-core assets and lower rent and occupancy expenses as a result of our store fleet optimization
program. The decrease in SG&A expenses as a percentage of net sales for Fiscal 2021 was also largely due to the factors above, as well as the de-
leveraging effect caused by sales declines in Fiscal 2020 as a result of the COVID-19 pandemic.
For Fiscal 2020, the increase was primarily attributable to increases in fixed costs such as rent and occupancy and depreciation, and consulting
costs related to our strategic initiatives, partially offset by decreases in payroll and payroll-related expenses and advertising.
In addition, during Fiscal 2021 and Fiscal 2020, we recorded credits of approximately $7.8 million and $33.3 million, respectively, as an offset to
SG&A expenses as a result of the employee retention credits made available under the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") for U.S. employees and under the Canada Emergency Wage Subsidy for Canadian employees.
Goodwill and Other Impairments
Goodwill and other impairments were $36.5 million for Fiscal 2021, $127.3 million in Fiscal 2020 and $509.2 million in Fiscal 2019. For Fiscal 2021,
impairment charges included $30.8 million related to certain store-level assets (including leasehold improvements and operating lease assets) and
tradename impairments of $5.7 million. For Fiscal 2020, impairment charges included $92.9 million related to certain store-level assets (including
leasehold improvements and operating lease assets) and tradename impairments of $35.1 million. For Fiscal 2019, impairment charges included
goodwill impairments of $391.1 million (primarily as the result of a sustained decline in our market capitalization), tradename impairments of $41.8
million, long-lived assets impairments of $75.1 million and other impairments of $1.2 million.
During Fiscal 2021 and Fiscal 2020, we recorded charges of $144.0 million and $102.2 million, respectively, in connection with our restructuring and
transformation initiatives. In Fiscal 2021, these charges were primarily for costs associated with the store fleet optimization program described
above, including for the termination of facility leases, as well as technology transformation and business strategy and operating model
transformation programs across core functions, including merchandising, supply chain and finance. In Fiscal 2020, these costs primarily related to
severance costs recorded in connection with our workforce reduction and store fleet optimization programs as well as other restructuring activities
(see "Restructuring and Transformation Activities," Note 3 to the accompanying consolidated financial statements).
32
Table of Contents
Loss on Sale of Businesses
During Fiscal 2021, we recognized approximately $18.2 million in loss on sale of businesses in the consolidated statement of operations, primarily
related to a $13.5 million charge associated with the Fiscal 2021 settlement of the CTS pension plan (see "Assets Held for Sale and Divestitures,"
Note 16 to the accompanying consolidated financial statements), as well as certain working capital and other adjustments related to the Fiscal 2020
divestitures. During Fiscal 2020, we recognized a loss of approximately $1.1 million on the sale of businesses related to these divestitures discussed
above (see Business Transformation and Restructuring).
Operating Loss

Operating Loss $ (407.6) $ (336.9) $ (700.1) $ (70.7) 21.0% $ 363.2 (51.9)%
As a percentage of
net sales (5.2)% (3.6)% (6.3)% (1.6)% 44.4% 2.7% (42.9)%
Operating loss for Fiscal 2021 included the impact of pre-tax charges of $137.2 million included in gross profit primarily associated with the
transition of our product assortment to Owned Brands and, to a lesser extent, our store fleet optimization program, as well as $144.0 million
associated with restructuring and other transformation initiatives, $36.5 million for non-cash impairments and $18.2 million for loss on sale of
business (each as described above). The change in operating loss as a percentage of net sales between Fiscal 2021 and 2020 was primarily due to
the decline in gross margin, as discussed above, as well as higher restructuring and transformation expenses in Fiscal 2021 compared to Fiscal 2020.
The favorable change in operating loss as a percentage of net sales between Fiscal 2020 and Fiscal 2019 was primarily due to an increase in the
gross margin, lower goodwill and other impairments compared to the prior year period, partially offset by increased SG&A expenses and
restructuring and transformation initiative expenses as well as the impact of reductions of net sales, which reflected the impact of the temporary
nationwide closure of the majority of our stores due to COVID-19, nearly all of which reopened as of July 2020, and of the divestitures discussed
above (see Business Transformation and Restructuring).
Interest Expense, net
Interest expense, net was $64.7 million, $76.9 million, and $64.8 million in Fiscal 2021, 2020, and 2019, respectively. The decrease in Fiscal 2021
interest expense, net was primarily driven by decreased interest costs attributable to our revolving credit facilities and the impact of the repurchase
of a portion of our senior unsecured notes in Fiscal 2020. For Fiscal 2020, the increase in interest expense, net was primarily driven by lower interest
income on investments and increased interest costs attributable to our revolving credit facilities, primarily relating to the ABL Facility entered into
in Fiscal 2020, partially offset by lower interest costs for our senior unsecured notes, primarily related to the repurchase of a portion of the senior
unsecured notes in August 2020. For Fiscal 2019, interest expense, net primarily related to interest on the senior unsecured notes issued in July
2014.
(Loss) Gain on Extinguishment of Debt
During Fiscal 2021, we recorded a $0.4 million loss on the partial repayment of senior unsecured notes. During Fiscal 2020, we recorded a $77 million
gain on the repurchase of $75 million principal amount of 4.915% senior unsecured notes due August 1, 2034 and $225 million principal of 5.165%
senior unsecured notes due August 1, 2044 (see "Long Term Debt," Note 7 to the accompanying consolidated financial statements).
Income Taxes
The effective tax rate was (18.4)% for Fiscal 2021, 55.2% for Fiscal 2020, and 19.7% for Fiscal 2019.
For Fiscal 2021, the effective tax rate reflects the recording of a valuation allowance against our U.S federal and state deferred tax assets (discussed
below), as well as a benefit resulting from an adjustment to the estimated net operating loss incurred in Fiscal 2020 which was carried back, under
the provisions of the CARES Act, to a year in which the tax rate was 35%.
33
Table of Contents
For Fiscal 2020, the effective tax rate reflected the carry back of the net operating loss to a year in which the tax rate was 35% under the CARES Act,
and included the impact of the benefit of certain tax planning strategies the Company deployed, in addition to the losses from the divestitures of
CTS, Linen Holdings and Cost Plus, partially offset by the impact of impairment charges for tradename and certain store-level assets, the gain on
the divestiture of PMall, a benefit related to the carry back of the Fiscal 2019 net operating loss under the CARES Act, and other discrete tax items
resulting in net after tax benefits.
For Fiscal 2019, the effective tax rate reflected the impact of charges, portions of which are non-deductible for tax purposes, for goodwill and other
impairments, an incremental charge for markdowns, severance costs, shareholder activity costs and a loss from a sale-leaseback transaction,
including transaction costs.
In assessing the recoverability of our deferred tax assets, we evaluated the available objective positive and negative evidence to estimate whether it
jurisdiction. A valuation allowance is a non-cash charge, and does not limit our ability to utilize our deferred tax assets, including our ability to
utilize tax loss and credit carryforward amounts, against future taxable income.
During Fiscal 2021, we concluded that, based on our evaluation of available objective positive and negative evidence, it is no longer more likely
than not that our net U.S. federal and state deferred tax assets are recoverable. In assessing the realizability of deferred tax assets, the key
assumptions used to determine positive and negative evidence included our cumulative taxable loss for the past three years, current trends related
to actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as timing and cost of our
transformation initiatives and their expected associated benefits. Accordingly, we recorded a charge of $181.5 million in the third quarter of Fiscal
2021 as a reserve against our net U.S. federal and state deferred tax assets. As of February 26, 2022, the total valuation allowance relative to U.S.
federal and state deferred tax assets was $224.3 million.
On March 27, 2020, the CARES Act was enacted in the United States, which provided for certain changes to tax laws which impacted our results of
operations, financial position and cash flows. We implemented certain provisions of the CARES Act, such as deferring employer payroll taxes and
utilizing the ability to carry back and deduct losses to offset prior income in previously filed tax returns. As of February 27, 2021, the Company had
deferred $3.1 million of employer payroll taxes, which were deposited by December 2021. As of February 26, 2022 and February 27, 2021, under the
CARES Act, we recorded income tax benefits of $18.7 million and $152.0 million, respectively, as a result of the Fiscal 2020 and Fiscal 2019 net
operating losses were carried back to prior years during which the federal tax rate was 35%.
For Fiscal 2021, 2020, and 2019, the effective tax rate included net benefit of approximately $6.0 million, net benefit of approximately $2.1 million, and
net expense of approximately $4.3 million, respectively, due to the recognition of discrete federal and state tax items.
Potential volatility in the effective tax rate from year to year may occur as we are required each year to determine whether new information changes
our assessment of both the probability that a tax position will effectively be sustained and the appropriateness of the amount of recognized benefit.
Net Loss
As a result of the factors described above, the net loss for Fiscal 2021, 2020, and 2019, was $559.6 million, $150.8 million, and $613.8 million,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
We ended Fiscal 2021 in a solid cash and liquidity position, which we anticipate maintaining, to provide us the flexibility to fund our ongoing
initiatives and act upon other opportunities that may arise. As of February 26, 2022, we had approximately $439.5 million in cash and cash
equivalents, a decrease of approximately $913.5 million as compared with February 27, 2021, which included $589.4 million for share repurchases. We
believe that existing and internally generated funds, as well as availability under our existing credit facilities, will be sufficient to continue to finance
our operations for the next twelve months. If necessary, we have the ability to borrow under our ABL Facility, which matures on August 9, 2026.
Our ability to borrow under the ABL Facility is subject to customary conditions, including no default, the accuracy of representations and
warranties and borrowing
34
Table of Contents
base availability. Borrowing base availability under the ABL Facility is based upon a specified borrowing base consisting of a percentage of our
eligible inventory and credit card receivables as defined in the ABL Facility, net of applicable reserves (see "Long Term Debt," Note 7 to the
accompanying consolidated financial statements). As of February 26, 2022, the Company had no loans outstanding and had outstanding letters of
credit of $96.4 million under the ABL Facility.
In Fiscal 2020, similar to other retailers, we withheld portions of and/or delayed payments to certain of our business partners as we sought to
renegotiate payment terms, in order to further maintain liquidity during the period of temporary store closures. In some instances, the
renegotiations of lease terms have led to agreements with landlords for rent abatements or rental deferrals. Total payments withheld and/or delayed
or deferred as of February 26, 2022 were approximately $1.9 million and are included in current liabilities. During Fiscal 2021, we recognized reduced
rent expense of $2.7 million related to rent abatement concessions. Additional negotiations of payment terms are still in process, and there can be
no assurance that we will be able to successfully renegotiate payment terms with all such business partners, and the ultimate outcome of these
activities including the responses of certain business partners are not yet known. We are also executing on our business transformation program,
which includes the closure, as of February 26, 2022, of 207 mostly Bed Bath & Beyond stores under our store fleet optimization program and the
introduction of new Owned Brand products in a number of categories.
Our liquidity may continue to be negatively impacted by the uncertainty regarding the spread of COVID-19 and the timing of economic recovery
(see "Item 1A - Disruptions in the financial markets could have a material adverse effect on the Company’s ability to access our cash and cash
equivalents").
Capital Expenditures
Capital expenditures for Fiscal 2021 were $354.2 million, and for Fiscal 2022 are projected to be approximately $390.0 million to $410.0 million. Our
capital expenditures in Fiscal 2021 were related to digital and omni-channel capabilities, store remodels and investments in technology across a
number of areas including supply chain, merchandising and finance.
We continue to review and prioritize our capital needs and remain committed to making the required investments in our infrastructure to help
position us for continued growth and success. Key areas of investment include: continuing to improve the presentation and content as well as the
functionality, general search and navigation across our customer facing digital channels; improving customer data integration and customer
relations management capabilities; continuing to enhance service offerings to our customers; continuing to strengthen and deepen our information
technology, analytics, marketing, e-commerce, merchandising and finance capabilities; and creating more flexible fulfillment options designed to
improve our delivery capabilities and lower our shipping costs. These and other investments are expected to, among other things, provide a
seamless and compelling customer experience across our omni-channel retail platform.
Stock Repurchases
During Fiscal 2021, we repurchased approximately 28.3 million shares of our common stock, at a total cost of approximately $589.4 million, which
included approximately 27.7 million shares at a total cost of approximately $574.9 million repurchased under our share repurchase programs as
authorized by our Board of Directors, as well as approximately 0.6 million shares, at a total cost of approximately $14.5 million to cover employee
related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards.
During Fiscal 2021, we announced that we intended to complete our $1 billion three-year share repurchase plan two years ahead of schedule. The
repurchases made during Fiscal 2021 of $574.9 million, combined with the accelerated share repurchase programs entered into in Fiscal 2020 totaling
$375.0 million (discussed below), resulted in the repurchase of $950.0 million under this plan as of February 26, 2022. An additional approximately
$40.0 million was repurchased in March of 2022.
In the first quarter of Fiscal 2020, the Company had postponed share repurchases, but lifted this postponement in October 2020. In October 2020,
million of its common stock, subject to market conditions, which settled in the fourth quarter of Fiscal 2020, resulting in the repurchase of a total of
million of its common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of Fiscal 2020,
and an additional 0.2 million shares received upon final settlement in the first quarter of Fiscal 2021. During Fiscal 2020, the Company also
repurchased approximately 0.6 million shares of its common stock, at a total cost of approximately $5.1 million, to cover employee related taxes
withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards.
35
Table of Contents
of $12.950 billion of its shares of common stock. Since 2004 through the end of Fiscal 2021, the Company has repurchased approximately $11.685
billion of its common stock through share repurchase programs. The Company also acquires shares of its common stock to cover employee related
taxes withheld on vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004,
the aggregate total of common stock repurchased is approximately 262.2 million shares for a total cost of approximately $11.685 billion. The
Company had approximately $1.267 billion remaining of authorized share repurchases as of February 26, 2022.
price of our common stock, general business and economic conditions, our financial condition and operating results, the emergence of alternative
investment or acquisition opportunities, changes in business strategy and other factors. Our share repurchase program could change, and could be
influenced by several factors, including business and market conditions, such as the impact of the COVID-19 pandemic on our business operations
or stock price. We review our alternatives with respect to our capital structure on an ongoing basis. Any future share repurchases will be subject to
the determination of the Board of Directors, based on an evaluation of our earnings, financial condition and requirements, business conditions and
other factors, including the restrictions on share repurchases under the ABL Facility (see "Long Term Debt," Note 7 to the accompanying
consolidated financial statements).
Debt Repurchases
During Fiscal 2021 we purchased approximately $11.0 million aggregate principal amount of our outstanding 3.749% senior unsecured notes due
August 1, 2024. During Fiscal 2020, we purchased approximately $300.0 million aggregate principal amount of our outstanding 4.915% Senior Notes
due 2034 and 5.165% Senior Notes due 2044.
Cash flow from operating activities
Net cash provided by operating activities for Fiscal 2021 was $17.9 million, compared with net cash provided by operating activities of $268.1 million
in Fiscal 2020. The year-over-year change in operating cash flow was primarily due to higher net loss, adjusted for non-cash expenses, which
included the impact of higher restructuring and transformation expenses in Fiscal 2021, as well as investments in inventory, including as a result of
changing the timing of purchasing in response to the potential impact of global supply chain disruptions on timing of inventory receipts and
availability of product in our stores and on our websites, and lower accounts payable, due primarily to timing of payments for merchandise, and
accrued liabilities, including lower incentive compensation accruals. There were partially offset by a decrease in other current assets primarily due
to the receipt of income tax refunds in Fiscal 2021. For Fiscal 2020, the decrease in cash provided by operating activities was primarily due to the net
decrease in cash provided by components of working capital (primarily merchandise inventories and other current assets, partially offset by
accounts payable). This decrease was partially offset by a decrease in net loss, adjusted for non-cash expenses.
Retail inventory, which includes inventory in our distribution facilities for direct to customer shipments, was approximately $1.725 billion at
February 26, 2022, an increase of 3.2% compared with retail inventory at February 27, 2021. We continue to focus on our inventory optimization
strategies while also responding to the potential impact of global supply chain disruptions on product availability. Retail inventory at February 27,
2021 decreased approximately 18.0% compared to retail inventory at February 29, 2020, which was primarily related to the Fiscal 2020 divestitures.
Cash flow from investing activities

Net cash used in investing activities for Fiscal 2021 was $349.2 million, compared with net cash provided by investing activities of $737.9 million in
Fiscal 2020. For Fiscal 2021, net cash used in investing activities included $354.2 million of capital expenditures. For Fiscal 2020, net cash provided
by investing activities was comprised of $386.5 million of redemptions of investment securities and $534.5 million in proceeds from the sale of
PMall, CTS and Linen Holdings businesses, partially offset by $183.1 million of capital expenditures.
Cash flow from financing activities
Net cash used in financing activities for Fiscal 2021 was $606.0 million, compared with net cash used in financing activities of $632.3 million in Fiscal
2020. Net cash used in financing activities in Fiscal 2021 was primarily comprised of repurchases of common stock of $589.4 million, of which $574.9
million was related to our share repurchase program, repayments of long-term debt of $11.4 million and payments of deferred financing costs of $3.4
million. Net cash used in financing activities in Fiscal 2020 was comprised of net repayments of long-term debt of $221.4 million, a $47.6 million
prepayment under an accelerated
36
Table of Contents
share repurchase agreement with JPMorgan Chase Bank, National Association entered into in October 2020, repurchases of our common stock of
$332.5 million, payments of deferred financing costs of $7.7 million and dividend payments of $23.1 million.
Contractual Obligations
Our contractual obligations as of February 26, 2022 consist mainly of (i) principal and interest related to our senior unsecured notes (see "Long
Term Debt," Note 7 to the Consolidated Financial Statements), (ii) leases for stores, offices, distribution facilities and equipment (see "Leases,"
Note 10 to the Consolidated Financial Statements) and (iii) purchase obligations, primarily under purchase orders issued for merchandise and for
certain capital expenditures. Total capital expenditures for Fiscal 2021 were $354.2 million, and for Fiscal 2022 are projected to be approximately
$390.0 million to $410.0 million.
Approximately $284.4 million in principal amount of our senior unsecured notes are due August 1, 2024, with the remaining principal balances due
August 1, 2034 and August 1, 2044. Our lease obligations include both operating and finance leases, and have various terms extending through
2041, with approximately $451.9 million in minimum lease payments due in Fiscal 2022, and declining amounts due each year thereafter.
These obligations are considered as part of our overall capital allocation and liquidity management processes referred to above.
SEASONALITY
Our business is subject to seasonal influences. Generally, our sales volumes are higher in the calendar months of August, November, and
December, and lower in February.
INFLATION
In Fiscal 2021, we experienced inflationary pressures in various parts of our business, including, but not limited to, product cost pressure as well as
increased freight and shipping costs across our supply chain. We continue to monitor the impact of inflation on the costs of materials, labor, and
other costs required to manage our business in order to minimize its effects through pricing strategies, productivity improvements and cost
reductions. There can be no assurance, however, that our operating results will not be affected by inflation in the future. See also Risk Factor
"Rising inflation may adversely affect us by increasing costs of materials, labor and other costs beyond what we can recover through price
increases".
CRITICAL ACCOUNTING POLICIES
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us to establish
accounting policies and to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. We base our estimates on historical experience and on other assumptions that we believe to be relevant under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other
sources. In particular, judgment is used in areas such as inventory valuation, impairment of long-lived assets, goodwill and other indefinite lived
intangible assets, accruals for self-insurance and income and certain other taxes. Actual results could differ from these estimates.
Inventory Valuation: Merchandise inventories are stated at the lower of cost or market. Inventory costs are primarily calculated using the weighted
average retail inventory method.
Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail
ratio to the retail values of inventories. The inputs associated with determining the cost-to-retail ratio include: merchandise purchases, net of
returns to vendors, discounts and volume and incentive rebates; inbound freight expenses; import charges, including duties, insurance and
commissions.
The retail inventory method contains certain management judgments that may affect inventory valuation. At any one time, inventories include
items that have been written down to our best estimate of their realizable value. Judgment is required in estimating realizable value and factors
considered are the age of merchandise, anticipated demand based on factors such as customer preferences and fashion trends and anticipated
changes in product assortment (including related to the launch of our Owned Brands), as well as anticipated markdowns to reduce the price of
merchandise from its recorded retail price to a retail price at which it is expected to be sold in the future. These estimates are based on historical
experience and current information about future events which are inherently uncertain. Actual realizable value could differ materially from this
estimate based upon future customer demand or economic conditions, including the duration and severity of the COVID-19 pandemic.
37
Table of Contents
We estimate our reserve for shrinkage throughout the year based on historical shrinkage and any current trends, if applicable. Actual shrinkage is
recorded at year end based upon the results of our physical inventory counts for locations at which counts were conducted. For locations where
physical inventory counts were not conducted in the fiscal year, an estimated shrink reserve is recorded based on historical shrinkage and any
current trends, if applicable. Historically, our shrinkage has not been volatile.
We accrue for merchandise in transit once we take legal ownership and title to the merchandise; as such, an estimate for merchandise in transit is
included in our merchandise inventories.
Impairment of Long-Lived Assets: We review long-lived assets for impairment when events or changes in circumstances indicate the carrying value
of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the
fair value of the assets. Judgment is required in estimating the fair value of the assets including assumptions related to sales growth rates and
market rental rates. These estimates are based on historical experience and current information about future events which are inherently uncertain.
In Fiscal 2021, 2020, and 2019, we recorded $30.8 million, $92.9 million, and $75.1 million, respectively, of non-cash pre-tax impairment charges within
goodwill and other impairments in the consolidated statement of operations for certain store-level assets, including leasehold improvements and
operating lease assets. Of the stores impaired during Fiscal 2021, partial impairments were recorded at 50 stores resulting in a remaining net book
value of long-lived assets at risk of $46.4 million as of February 26, 2022, inclusive of leasehold improvements and right-of-use assets. We will
continue to monitor these stores closely. If actual results differ from the estimated undiscounted future cash flows or the estimated price market
participants would be willing to pay to sublease store operating leases and acquire remaining store assets, which among other factors, may be
impacted by the duration and severity of the COVID-19 pandemic, we may be exposed to additional impairment losses that may be material. If
events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, we will adjust the carrying value of these
long-lived assets in the period in which the impairment occurs.
Other Indefinite Lived Intangible Assets: We review other intangibles that have indefinite lives for impairment annually as of the end of the fiscal
year or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment
testing is based upon the best information available, including estimates of fair value which incorporate assumptions marketplace participants
would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future
cash flows, determining appropriate discount rates, margins, growth rates, and other assumptions, to estimate the fair value of indefinite lived
intangible assets. Although we believe that the assumptions and estimates made are reasonable and appropriate, different assumptions and
estimates could materially impact our reported financial results.
Other indefinite lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. We value our tradenames
using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a
hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. For Fiscal 2021, 2020,
and 2019, for certain tradenames within other indefinite lived intangible assets, we completed a quantitative impairment analysis by comparing the
fair value of the tradenames to their carrying value and recognized non-cash pre-tax tradename impairment charges of $5.7 million, $35.1 million, and
$41.8 million, respectively, within goodwill and other impairments in the consolidated statement of operations. For the remaining other indefinite
lived intangible assets, we assessed qualitative factors as of February 26, 2022 in order to determine whether any events and circumstances existed
which indicated that it was more likely than not that the fair value of these other indefinite lived assets did not exceed their carrying values and
concluded no such events or circumstances existed which would require an impairment test be performed. As of February 26, 2022, we have $16.3
million of remaining other indefinite lived intangible assets. If actual results differ from the estimated future cash flows, which, among other factors,
may be impacted by the duration and severity of the COVID-19 pandemic, we may be exposed to additional impairment losses that may be material.
In the future, if events or market conditions affect the estimated fair value to the extent that an asset is impaired, we will adjust the carrying value of
these assets in the period in which the impairment occurs.
38
Table of Contents
Self-Insurance: We utilize a combination of third-party insurance and self-insurance for a number of risks including workers’ compensation, general
liability, cyber liability, property liability, automobile liability and employee related health care benefits (a portion of which is paid by our
employees). Liabilities associated with the risks that we retain are not discounted and are estimated by considering historical claims experience,
demographic factors, severity factors and other actuarial assumptions. Although our claims experience has not displayed substantial volatility in
the past, actual experience could materially vary from our historical experience in the future. Factors that affect these estimates include but are not
limited to: inflation, the number and severity of claims and regulatory changes. In the future, if we conclude an adjustment to self-insurance
accruals is required, the liability will be adjusted accordingly.
Beginning in the fourth quarter of Fiscal 2020, we began insuring portions of our workers' compensation and medical insurance through a wholly
owned captive insurance subsidiary (the "Captive") to enhance our risk financing strategies. The Captive is subject to regulations in Vermont,
including those relating to its levels of liquidity. The Captive was in compliance with all regulations as of February 26, 2022.
Taxes: The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.
In assessing the recoverability of our deferred tax assets, we evaluate the available objective positive and negative evidence to estimate whether it
jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that we will realize a benefit, we establish a
valuation allowance. A valuation allowance is a non-cash charge, and does not limit our ability to utilize our deferred tax assets, including our
ability to utilize tax loss and credit carryforward amounts, against future taxable income.
During Fiscal 2021, we concluded that, based on our evaluation of available objective positive and negative evidence, it is no longer more likely
than not that our net U.S. federal and state deferred tax assets are recoverable. In assessing the realizability of deferred tax assets, the key
assumptions used to determine positive and negative evidence included our cumulative book loss for the past three years, current trends related to
actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as timing and cost of our
transformation initiatives and their expected associated benefits. Accordingly, we recorded a charge of $181.5 million in the third quarter of Fiscal
2021 as a reserve against our net U.S. federal and state deferred tax assets. As of February 26, 2022, the total valuation allowance relative to U.S.
federal and state deferred tax assets was $224.3 million.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act. The Tax Act included a
mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S.
deferred tax liability had been previously accrued has now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the
Company intends to continue to reinvest the unremitted earnings of its Canadian subsidiary. Accordingly, no additional provision has been made
for U.S. or additional non-U.S. taxes with respect to these earnings, except for the transition tax resulting from the Tax Act. In the event of
repatriation to the U.S., it is expected that such earnings would be subject to non-U.S. withholding taxes offset, in whole or in part, by U.S. foreign
tax credits.
The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than not that the tax position will be sustained
on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from
such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the
taxing authorities.
Potential volatility in the effective tax rate from year to year may occur as the Company is required each year to determine whether new information
changes the assessment of both the probability that a tax position will effectively be sustained and the appropriateness of the amount of
recognized benefit.
39
Table of Contents
The Company also accrues for certain other taxes as required by its operations.
Judgment is required in determining the provision for income and other taxes and related accruals, and deferred tax assets and liabilities. In the
ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's
various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results
could differ from these estimates.
FORWARD-LOOKING STATEMENTS
This Form 10-K and Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements
within the meaning of Section 21 E of the Securities Exchange Act of 1934 including, but not limited to, our progress and anticipated progress
towards our long-term objectives, as well as more generally the status of our future liquidity and financial condition and our outlook for our 2022
Fiscal year. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate,
assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily
mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any
such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the
recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; a
challenging overall macroeconomic environment and a highly competitive retailing environment; risks associated with the ongoing COVID-19
pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the
operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks;
changing consumer preferences, spending habits and demographics; demographics and other macroeconomic factors that may impact the level of
spending for the types of merchandise sold by us; challenges in executing our omni-channel and transformation strategy, including our ability to
establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; our ability to successfully execute
our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; our ability to
execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; disruptions
to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or
other types of cybercrimes or cybersecurity attacks; damage to our reputation in any aspect of our operations; the cost of labor, merchandise,
logistical costs and other costs and expenses; potential supply chain disruption due to trade restrictions or otherwise, and other factors such as
natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational
instability of suppliers or carriers, and other items; inflation and the related increases in costs of materials, labor and other costs; inefficient
management of relationships and dependencies on third-party service providers; our ability to attract and retain qualified employees in all areas of
the organization; unusual weather patterns and natural disasters, including the impact of climate change; uncertainty and disruptions in financial
markets; volatility in the price of our common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on our capital
allocation strategy; changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; changes to
accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; new, or developments in existing,
litigation, claims or assessments; and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required
by law, we do not undertake any obligation to update our forward-looking statements.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk for changes in interest rates relates primarily to our investment securities and the ABL Facility. As of February 26, 2022,
our investments include cash and cash equivalents of approximately $439.5 million, restricted cash of $31.4 million, and long term investments in
auction rate securities of approximately $19.2 million, at weighted average interest rates of 0.01% and 0.30%, respectively. The book value of these
investments is representative of their fair values.
Our senior unsecured notes have fixed interest rates and are not subject to interest rate risk. As of February 26, 2022, the fair value of the senior
unsecured notes was $956.0 million, which is based on quoted prices in active markets for identical instruments compared to the carrying value of
approximately $1.184 billion.
40
Table of Contents
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following are included herein:
1) Consolidated Balance Sheets as of February 26, 2022 and February 27, 2021
2) Consolidated Statements of Operations for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020
Consolidated Statements of Comprehensive Loss for the fiscal years ended February 26, 2022, February 27, 2021, and February 29,
3) 2020
Consolidated Statements of Shareholders’ Equity for the fiscal years ended February 26, 2022, February 27, 2021, and February 29,
4) 2020
5) Consolidated Statements of Cash Flows for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020
6) Notes to Consolidated Financial Statements
7) Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185)
41
Table of Contents

February 26, February 27,
2022 2021
Assets
Current assets:
Cash and cash equivalents $ 439,496 $ 1,352,984
Merchandise inventories 1,725,410 1,671,909
Prepaid expenses and other current assets 198,248 595,152
Total current assets 2,363,154 3,620,045
Long term investment securities 19,212 19,545
Property and equipment, net 1,027,387 918,418
Operating lease assets 1,562,857 1,587,101
Other assets 157,962 311,821
Total assets $ 5,130,572 $ 6,456,930

Accounts payable $ 872,445 $ 986,045
Merchandise credit and gift card liabilities 326,465 312,486
Current operating lease liabilities 346,506 360,061
Total current liabilities 2,074,787 2,294,921
Other liabilities 102,438 82,279
Operating lease liabilities 1,508,002 1,509,767
Income taxes payable 91,424 102,664
Long term debt 1,179,776 1,190,363
Total liabilities 4,956,427 5,179,994
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding - -
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,146 and 343,241, respectively;
outstanding 81,979 and 109,621 shares, respectively 3,441 3,432
Additional paid-in capital 2,235,894 2,152,135
Retained earnings 9,666,091 10,225,253
Treasury stock, at cost; 262,167 and 233,620 shares, respectively (11,685,267) (11,048,284)
Accumulated other comprehensive loss (46,014) (55,600)
Total shareholders' equity 174,145 1,276,936
Total liabilities and shareholders' equity $ 5,130,572 $ 6,456,930
42
Table of Contents

Fiscal Year Ended
2022 2021 2020
Net sales $ 7,867,778 $ 9,233,028 $ 11,158,580
Cost of sales 5,384,287 6,114,947 7,616,920
Gross profit 2,483,491 3,118,081 3,541,660
Selling, general and administrative expenses 2,692,292 3,224,363 3,732,498
Impairments, including on assets held for sale 36,531 127,341 509,226
Restructuring and transformation initiative expenses 144,025 102,202 -
Loss on sale of businesses 18,221 1,062 -
Operating loss (407,578) (336,887) (700,064)
Interest expense, net 64,702 76,913 64,789
Loss (gain) on extinguishment of debt 376 (77,038) -
Loss before provision (benefit) from income taxes (472,656) (336,762) (764,853)
Provision (benefit) from income taxes 86,967 (185,989) (151,037)
Net loss $ (559,623) $ (150,773) $ (613,816)
Net loss per share - Basic $ (5.64) $ (1.24) $ (4.94)

Net loss per share - Diluted $ (5.64) $ (1.24) $ (4.94)
Weighted average shares outstanding - Basic 99,249 121,446 124,352

Weighted average shares outstanding - Diluted 99,249 121,446 124,352
Dividends declared per share $ - $ - $ 0.68
43
Table of Contents

Consolidated Statements of Comprehensive Loss
(in thousands)
Fiscal Year Ended
2022 2021 2020
Net loss $ (559,623) $ (150,773) $ (613,816)
Other comprehensive (loss) income:

Change in temporary impairment of auction rate securities, net of tax (251) (617) 276
Pension adjustment, net of tax (1,562) (1,396) (4,791)
Reclassification adjustment on settlement of the pension plan, net of tax 9,938 1,522 -
Currency translation adjustment 1,461 9,800 (1,784)
Other comprehensive income (loss) 9,586 9,309 (6,299)
Comprehensive loss $ (550,037) $ (141,464) $ (620,115)
44
Table of Contents

(in thousands)
Accumulated
Additional Other
Common Stock Paid- Retained Treasury Stock Comprehensive
Balance at March 2, 2019 342,582 $ 3,426 $ 2,118,673 $ 11,112,887 (210,349) $(10,616,045) $ (58,610) $ 2,560,331
Net loss - - - (613,816) - - - (613,816)
Other comprehensive loss, net of tax - - - - - - (6,299) (6,299)
Effect of Adoption of ASU 2016-02 - - - (40,700) - - - (40,700)
Dividends declared - - - (83,545) - - - (83,545)
Shares sold under employee stock option plans, net of tax 139 1 2,345 - - - - 2,346
Balance at February 29, 2020 343,683 3,436 2,167,337 10,374,826 (217,155) (10,715,755) (64,909) 1,764,935
Net loss - - - (150,773) - - - (150,773)
Dividends forfeited - - - 1,200 - - - 1,200
Balance at February 27, 2021 343,241 3,432 2,152,135 10,225,253 (233,620) (11,048,284) (55,600) 1,276,936
Net loss - - - (559,623) - - - (559,623)
Accelerated share repurchase program - - 47,550 - (200) (47,550) - -
Balance at February 26, 2022 344,146 $ 3,441 $ 2,235,894 $ 9,666,091 (262,167) $ (11,685,267) $ (46,014) $ 174,145
45
Table of Contents

(in thousands)
Fiscal Year Ended
2022 2021 2020
Net loss $ (559,623) $ (150,773) $ (613,816)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 293,626 340,912 342,511
Impairments, including on assets held for sale 36,531 127,341 509,226
Stock-based compensation 35,061 31,594 45,676
Deferred income taxes 125,711 148,741 (145,543)
Loss on sale of businesses 18,221 1,062 -
Loss (gain) on debt extinguishment 376 (77,038) -
Loss on sale leaseback transaction - - 27,357
Other (8,298) (396) (3,446)
Merchandise inventories (53,339) 64,947 506,334
Other current assets 387,746 (387,172) (4,781)
Other assets 607 1,519 239
Accounts payable (132,785) 168,556 (124,206)
Accrued expenses and other current liabilities (100,356) 15,538 61,864
Merchandise credit and gift card liabilities 13,981 (12,110) 1,154
Income taxes payable (11,257) 54,958 (22,783)
Operating lease assets and liabilities, net (14,162) (32,813) (2,899)
Other liabilities (14,186) (26,758) 14,054
Net cash provided by operating activities 17,854 268,108 590,941
Purchases of held-to-maturity investment securities (29,997) - (443,500)
Redemption of held-to-maturity investment securities 30,000 386,500 545,000
Net proceeds from sales of businesses - 534,457 -
Net proceeds from sales of property 5,000 - -
Proceeds from sale-leaseback transaction - - 267,277
Capital expenditures (354,185) (183,077) (277,401)
Net cash (used in) provided by investing activities (349,182) 737,880 91,376
Borrowing of long-term debt - 236,400 -
Repayments of long-term debt (11,360) (457,827) -
Repayments of finance leases (1,033) - -
Prepayment under share repurchase agreement - (47,550) -
Repurchase of common stock, including fees (589,433) (332,529) (99,710)
Payment of dividends (749) (23,108) (85,482)
Payment of deferred financing fees (3,443) (7,690) -
Proceeds from exercise of stock options - - 2,346
Net cash used in financing activities (606,018) (632,304) (182,846)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,006 5,075 (977)
Net (decrease) increase in cash, cash equivalents and restricted cash (936,340) 378,759 498,494
Change in cash balances classified as held-for-sale - 4,815 (4,815)
Net (decrease) increase in cash, cash equivalents and restricted cash (936,340) 383,574 493,679
Beginning of period 1,407,224 1,023,650 529,971
End of period $ 470,884 $ 1,407,224 $ 1,023,650
46
Table of Contents
Notes to Consolidated Financial Statements

Bed Bath & Beyond Inc. and Subsidiaries
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
A. Nature of Operations
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omni-channel retailer that makes it easy for its customers to feel at home. The
Company sells a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath &
Beyond ("BBB"), buybuy BABY ("BABY"), and Harmon, Harmon Face Values, or Face Values (collectively, "Harmon"). Customers can purchase
products either in-store, online, with a mobile device or through a customer contact center. The Company generally has the ability to have customer
purchases picked up in-store, curbside or shipped direct to the customer from the Company’s distribution facilities, stores or vendors. The
Company also operates Decorist ("Decorist"), an online interior design platform that provides personalized home design services. In addition, the
We offer a broad assortment of national brands and a growing assortment of proprietary Owned Brand merchandise - including
eight new Owned Brands launched in Fiscal 2021 - in key destination categories including bedding, bath, kitchen food prep, home organization,
indoor décor, baby and personal care.
We account for our operations as one North American Retail reporting segment. In Fiscal 2020 and 2019, we accounted for our operations as two
operating segments: North American Retail and Institutional Sales, the latter of which was divested in October 2020, did not meet the quantitative
thresholds under GAAP and, therefore, was not a reportable segment. Net sales outside of the U.S. for the Company were not material for Fiscal
2021, 2020, and 2019. As the Company operates in the retail industry, its results of operations are affected by general economic conditions and
consumer spending habits.
B.
Fiscal Year
The Company’s Fiscal year is comprised of the 52 or 53-week period ending on the Saturday nearest February 28th. Accordingly, Fiscal 2021, Fiscal
2020, and Fiscal 2019 represented 52 weeks and ended on February 26, 2022, February 27, 2021, and February 29, 2020, respectively.
C. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company
accounts for its investment in the joint venture referred to above under the equity method.
All significant intercompany balances and transactions have been eliminated in consolidation.
D. Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the
Effects of Reference Rate Reform on Financial Reporting. The amendment provides optional guidance for a limited period of time to ease the
potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships and other transactions
that reference LIBOR. These updates are effective immediately and may be applied prospectively to contract modifications made and hedging
relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating its contracts and the optional
expedients provided by this update, but does not expect the adoption of this guidance to have a material impact to the financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes, to simplify the accounting for income taxes. The guidance eliminates certain
exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period, and the
recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign
subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the
accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December
15, 2020 and interim periods within those fiscal years with early adoption permitted. The Company adopted this standard in Fiscal 2021; upon
adoption, this guidance did not have a material impact on its consolidated financial statements.
47
Table of Contents
E. Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to
establish accounting policies and to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company bases its estimates on historical experience and on other assumptions that it believes to be relevant under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. In particular, judgment is used in areas such as inventory valuation, impairment of long-lived assets, impairment of
auction rate securities, goodwill and other indefinite lived intangible assets, accruals for self-insurance, litigation, store opening, expansion,
relocation and closing costs, the provision for sales returns, vendor allowances, stock-based compensation and income and certain other taxes.
Actual results could differ from these estimates.
F. Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Included in
cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five business days, of $47.9 million and
$64.0 million as of February 26, 2022 and February 27, 2021, respectively.
Short-term restricted cash was zero and $5.0 million as of February 26, 2022 and February 27, 2021, respectively, and is included in prepaid expenses
and other current assets on the consolidated balance sheet. Long-term restricted cash of $31.4 million and $49.2 million as of February 26, 2022 and
February 27, 2021, respectively, is included in other long-term assets on the consolidated balance sheet.
G. Investment Securities
Investment securities consist primarily of auction rate securities, which are securities with interest rates that reset periodically through an auction
process, and U.S. Treasury Bills, when outstanding. The U.S. Treasury Bills with original maturities of greater than three months were classified as
short term held-to-maturity securities and stated at their amortized cost which approximated fair value. Auction rate securities are classified as
available-for-sale and are stated at fair value, which had historically been consistent with cost or par value due to interest rates which reset
periodically, typically every 7, 28 or 35 days. As a result, there generally were no cumulative gross unrealized holding gains or losses relating to
these auction rate securities. However, during the global financial crisis of 2008 the auction process for the Company’s auction rate securities failed
and continues to fail. These failed auctions result in a lack of liquidity in the securities and affect their estimated fair values at February 26, 2022 and
February 27, 2021, but do not affect the underlying collateral of the securities (see "Fair Value Measurements," Note 4 and "Investment Securities,"
Note 5). All income from these investments is recorded as interest income.
Those investment securities which the Company has the ability and intent to hold until maturity are classified as held-to-maturity investments and
are stated at amortized cost.
Premiums are amortized and discounts are accreted over the life of the security as adjustments to interest income using the effective interest
method. Dividend and interest income are recognized when earned.
H. Inventory Valuation
Merchandise inventories are stated at the lower of cost or market. Inventory costs are primarily calculated using the weighted average retail
inventory method.
Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail
ratio to the retail values of inventories. The inputs associated with determining the cost-to-retail ratio include: merchandise purchases, net of
returns to vendors, discounts and volume and incentive rebates; inbound freight expenses; and import charges, including duties, insurance and
commissions.
48
Table of Contents
The retail inventory method contains certain management judgments that may affect inventory valuation. At any one time, inventories include
items that have been written down to the Company’s best estimate of their realizable value. Judgment is required in estimating realizable value and
factors considered are the age of merchandise, anticipated demand based on factors such as customer preferences and fashion trends, and
anticipated changes in product assortment (including related to the launch of Owned Brands) as well as anticipated markdowns to reduce the price
of merchandise from its recorded retail price to a retail price at which it is expected to be sold in the future. These estimates are based on historical
experience and current information about future events which are inherently uncertain. Actual realizable value could differ materially from this
estimate based upon future customer demand or economic conditions, including uncertainty related to the ongoing COVID-19 pandemic (see
"Impact of the COVID-19 Pandemic," Note 2).
The Company estimates its reserve for inventory shrinkage throughout the year based on historical shrinkage and any current trends, if applicable.
Actual shrinkage is recorded at fiscal year end based upon the results of the Company’s physical inventory counts for locations at which counts
were conducted. For locations where physical inventory counts were not conducted in the fiscal year, an estimated shrink reserve is recorded
based on historical shrinkage and any current trends, if applicable. Historically, the Company’s shrinkage has not been volatile.
The Company accrues for merchandise in transit once it takes legal ownership and title to the merchandise; as such, an estimate for merchandise in
transit is included in the Company’s merchandise inventories.
I. Property and Equipment
Property and equipment are stated at cost and are depreciated primarily using the straight-line method over the estimated useful lives of the assets
(40 years for buildings; 5 to 20 years for furniture, fixtures and equipment; and 3 to 10 years for computer equipment and software). Leasehold
improvements are amortized using the straight-line method over the lesser of their estimated useful life or the life of the lease. Depreciation expense
is primarily included within selling, general and administrative expenses. (see "Property and Equipment," Note 6).
The cost of maintenance and repairs is charged to earnings as incurred; significant renewals and betterments are capitalized. Maintenance and
repairs amounted to $80.0 million, $117.7 million, and $133.9 million for Fiscal 2021, 2020, and 2019, respectively.
J. Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may
exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future
cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets
to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to
sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale are separately presented in the
appropriate asset and liability sections of the balance sheet (see "Assets Held for Sale and Divestitures," Note 16). In Fiscal 2021 and Fiscal 2020,
the Company recorded non-cash pre-tax impairment charges of $30.8 million and $92.9 million, respectively, for certain store-level assets, including
leasehold improvements and operating lease assets. In the future, if events or market conditions affect the estimated fair value to the extent that a
long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs.
K Goodwill and Other Indefinite Lived Intangible Assets
Included within other assets in the accompanying consolidated balance sheets as of February 26, 2022 and February 27, 2021, respectively, are
$16.3 million and $22.0 million for indefinite lived tradenames and trademarks.
The Company reviews its intangible assets that have indefinite lives for impairment annually as of the end of the fiscal year or when events or
changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the
best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their
estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining
appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of goodwill and indefinite lived intangible
assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates
could materially impact its reported financial results.
49
Table of Contents
Other indefinite lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its
tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would
be paid by a hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. For the
fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020, the Company completed a quantitative impairment analysis for
certain other indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value and recognized non-cash pre-
tax tradename impairment charges of $5.7 million, $35.1 million, and $41.8 million, respectively, within goodwill and other impairments in the
consolidated statement of operations. As of February 26, 2022, for the remaining other indefinite lived intangible assets, the Company assessed
qualitative factors in order to determine whether any events and circumstances existed which indicated that it was more likely than not that the fair
value of these other indefinite lived assets did not exceed their carrying values and concluded no such events or circumstances existed which
would require an impairment test be performed. In the future, if events or market conditions affect the estimated fair value to the extent that an asset
is impaired, the Company will adjust the carrying value of these assets in the period in which the impairment occurs.
As of June 1, 2019, the Company completed a quantitative impairment analysis of goodwill related to its reporting units by comparing the fair value
of a reporting unit with its carrying amount. The Company performed a discounted cash flow analysis and market multiple analysis for each
reporting unit. Based upon the analysis performed, the Company recognized non-cash pre-tax goodwill impairment charges of $391.1 million for the
North American Retail reporting unit. Cumulatively, the Company has recognized non-cash pre-tax goodwill impairment charges of $676.2 million
and $40.1 million for the North American Retail and Institutional Sales reporting units, respectively. The Institutional Sales unit was divested in
October 2020. As of February 26, 2022 and February 27, 2021, the Company did not have any goodwill recorded on its consolidated balance sheet.
L. Self-Insurance
The Company utilizes a combination of insurance and self-insurance for a number of risks including workers’ compensation, general liability, cyber
liability, property liability, automobile liability and employee related health care benefits (a portion of which is paid by its employees). Liabilities
associated with the risks that the Company retains are not discounted and are estimated by considering historical claims experience, demographic
factors, severity factors and other actuarial assumptions. Although the Company’s claims experience has not displayed substantial volatility in the
past, actual experience could materially vary from its historical experience in the future. Factors that affect these estimates include but are not
limited to: inflation, the number and severity of claims and regulatory changes. In the future, if the Company concludes an adjustment to self-
insurance accruals is required, the liability will be adjusted accordingly.
Beginning in the fourth quarter of Fiscal 2020, the Company began insuring portions of its workers' compensation and medical insurance through a
wholly owned captive insurance subsidiary (the "Captive") to enhance its risk financing strategies. The Captive is subject to regulations in
Vermont, including those relating to its levels of liquidity and other requirements. The Captive was in compliance with all regulations as of February
26, 2022.
M. Shareholders’ Equity
The Company has authorization to make repurchases of its common shares from time to time in the open market or through other programs
approved by the Board of Directors pursuant to existing rules and regulations (see "Shareholders' Equity," Note 14).
N. Fair Value of Financial Instruments
liabilities. The Company’s investment securities consist primarily of U.S. Treasury securities, which are stated at amortized cost, and auction rate
securities consisting of preferred shares of closed end municipal bond funds, which are stated at their approximate fair value. The book value of the
financial instruments, excluding the Company’s long term debt, is representative of their fair values (see "Fair Value Measurements," Note 4).
50
Table of Contents
O. Leases
The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases generally contain
fixed and variable components. Variable components are primarily contingent rents based upon store sales exceeding stipulated amounts. Lease
agreements may also include non-lease components, such as certain taxes, insurance and common area maintenance, which the Company combines
with the lease component to account for both as a single lease component. Lease liabilities, which represent the Company’s obligation to make
lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company’s right to use an underlying asset for
the lease term, are recognized at the commencement date of the lease, which is typically the date the Company obtains possession of the leased
premises, based on the present value of fixed future payments over the lease term. The Company utilizes the lease term for which it is reasonably
certain to use the underlying asset, including consideration of options to extend or terminate the lease. Incentives received from landlords are
recorded as a reduction to the lease right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease
liabilities for leases with initial terms of 12 months or less.
The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or its incremental borrowing
rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at
an amount equal to the lease payments in a similar economic environment. The Company determined discount rates based on the rates of its
unsecured borrowings, which are then adjusted for the appropriate lease term and effects of full collateralization. In determining the Company's
operating lease assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease payments within
each lease agreement.
For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to
variable payments is expensed as incurred. For finance leases, the amortization of the asset is recognized over the shorter of the lease term or useful
life of the underlying asset (see "Leases," Note 10).
P. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets in the accompanying consolidated balance sheets as of February 26, 2022 and February 27, 2021,
respectively, are $198.2 million and $595.2 million, which includes income tax receivables as of February 26, 2022 and February 27, 2021 of $26.5
million and $318.1 million, respectively (see "Provision for Income Taxes," Note 8).
Q. Revenue Recognition
Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The
value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of
sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value
added tax, are not included in sales.
Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the
value of unused card balances over defined time periods and have no expiration dates. In Fiscal 2021 and Fiscal 2020, the Company recognized net
sales for gift card and merchandise credit redemptions of approximately $72.3 million and $98.0 million, which were included in merchandise credit
and gift card liabilities on the consolidated balance sheet as of February 27, 2021 and February 29, 2020, respectively.
Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although the estimate for sales
returns has not varied materially from historical provisions, actual experience could vary from historical experience in the future if the level of sales
return activity changes materially. In the future, if the Company concludes that an adjustment is required due to material changes in the returns
activity, the liability for estimated returns and the corresponding right of return asset will be adjusted accordingly. As of February 26, 2022 and
February 27, 2021, the liability for estimated returns of $23.6 million and $36.2 million is included in accrued expenses and other current liabilities and
the corresponding right of return asset for merchandise of $14.6 million and $23.4 million, respectively, is included in prepaid expenses and other
current assets, respectively.
The Company sells a wide assortment of domestics merchandise and home furnishings. Domestics merchandise includes categories such as bed
linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop items, fine tabletop,
basic housewares, general home furnishings (including furniture and wall décor), consumables and certain juvenile products. Sales of domestics
merchandise and home furnishings accounted for approximately
51
Table of Contents
37.4% and 62.6% of net sales, respectively, for Fiscal 2021, 34.7% and 65.3% of net sales, respectively, for Fiscal 2020 and 35.2% and 64.8% of net
sales, respectively, for Fiscal 2019.
R. Cost of Sales
Cost of sales includes the cost of merchandise, buying costs and costs of the Company’s distribution network including inbound freight charges,
import charges (including duties), distribution facility costs, receiving costs, internal transfer costs and shipping and handling costs.
S. Vendor Allowances
The Company receives allowances from vendors in the normal course of business for various reasons including direct cooperative advertising,
purchase volume and reimbursement for other expenses. Annual terms for each allowance include the basis for earning the allowance and payment
terms, which vary by agreement. All vendor allowances are recorded as a reduction of inventory cost, except for direct cooperative advertising
allowances which are specific, incremental and identifiable. The Company recognizes purchase volume allowances as a reduction of the cost of
inventory in the quarter in which milestones are achieved. Advertising costs were reduced by direct cooperative allowances of $35.8 million, $28.9
million, and $30.9 million for Fiscal 2021, 2020, and 2019, respectively.
T. Store Opening, Expansion, Relocation and Closing Costs
Store opening, expansion, relocation and closing costs, including markdowns, asset residual values and projected occupancy costs, are charged to
earnings as incurred.
U. Advertising Costs
Advertising expenses related to direct response advertising are expensed on the first day of the direct response advertising event. All other
advertising expenses associated with store advertising are charged to earnings as incurred. Net advertising costs amounted to $407.1 million, $347.8
million, and $478.5 million for Fiscal 2021, 2020, and 2019, respectively.
V. Stock-Based Compensation
The Company measures all employee stock-based compensation awards using a fair value method and records such expense, net of estimated
forfeitures, in its consolidated financial statements. The Company’s stock-based compensation relates to restricted stock awards, stock options,
restricted stock units and performance stock units. The Company’s restricted stock awards are considered nonvested share awards (see "Stock-
Based Compensation," Note 15).
W. Income Taxes
The Company files a consolidated federal income tax return. Income tax returns are also filed with each taxable jurisdiction in which the Company
conducts business.
The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.
a valuation allowance is established. A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its deferred tax
assets, including its ability to utilize tax loss and credit carryforward amounts against future taxable income.
52
Table of Contents
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act. The Tax Act included a
mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S.
deferred tax liability had been previously accrued has now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the
Company intends to continue to reinvest the unremitted earnings of its Canadian subsidiary. Accordingly, no additional provision has been made
for U.S. or additional non-U.S. taxes with respect to these earnings, except for the transition tax resulting from the Tax Act. In the event of
repatriation to the U.S., it is expected that such earnings would be subject to non-U.S. withholding taxes offset, in whole or in part, by U.S. foreign
tax credits.
The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than not that the tax position will be sustained
on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from
such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the
taxing authorities.
Judgment is required in determining the provision for income and other taxes and related accruals, and deferred tax assets and liabilities. In the
ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's
various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results
could differ from these estimates (see "Provision for Income Taxes", Note 8).
X. Earnings per Share
The Company presents earnings per share on a basic and diluted basis. Basic earnings per share is computed by dividing net earnings by the
weighted average number of shares outstanding. Diluted earnings per share is computed by dividing net earnings by the weighted average number
of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method.
Stock-based awards of approximately 2.9 million, 2.4 million, and 5.4 million shares were excluded from the computation of diluted earnings per share
as the effect would be anti-dilutive for Fiscal 2021, 2020, and 2019, respectively.
2.
IMPACT OF THE COVID-19 PANDEMIC
pandemic, the Company began to temporarily close certain store locations that did not have a health and personal care department, and as of
March 23, 2020, all of the Company's retail stores across the U.S. and Canada were temporarily closed except for most stand-alone buybuy BABY
and Harmon stores, subject to state and local regulations. In May 2020, the Company announced a phased approach to re-open its stores in
compliance with relevant government directives, and as of the end of July 2020, nearly all of its stores re-opened. During portions of Fiscal 2021, a
limited number of stores in Canada either closed temporarily or continued to operate under restrictions in compliance with local governmental
orders. As of February 26, 2022, all of the Company's stores were operating without restriction subject to compliance with applicable mask and
vaccine requirements.
In the first half of Fiscal 2020, the Company had also suspended its plans for debt reduction and postponed share repurchases, but lifted the debt
repurchase suspension in August 2020 and the postponement of share repurchases in October 2020.
Similar to other retailers, the Company also withheld portions of and/or delayed payments to certain of its business partners as the Company
negotiated revisions to its payment terms, in order to further maintain liquidity given the temporary store closures (see "Leases," Note 10).
Further, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in the United States. The
CARES Act is an emergency economic aid package to help mitigate the impact of the COVID-19 pandemic. Among other things, the CARES Act
provides certain changes to tax laws, which may impact the Company's results of operations, financial position and cash flows. The Company is
currently implementing certain provisions of the CARES Act such as deferring employer payroll taxes. As of February 27, 2021, the Company had
deferred $3.1 million of employer payroll taxes, which were deposited by December 2021. In addition, during Fiscal 2021 and 2020, the Company
recorded credits of approximately $
7.8 million and $33.3 million, respectively, as an offset to selling, general and administrative expenses as a result of the employee retention credits
and rent and property expense support made available under the CARES Act for U.S. employees and under the Canada Emergency Wage Subsidy
for Canadian employees and the Canada Emergency Rent Subsidy.
53
Table of Contents
During the Fiscal years ended February 26, 2022 and February 27, 2021, under the CARES Act, the Company recorded income tax benefits of $18.7
million and $152.0 million, respectively, as a result of the Fiscal 2020 and Fiscal 2019 net operating losses that were carried back to prior years during
which the federal tax rate was 35%.
The COVID-19 pandemic materially adversely impacted the Company’s results of operations and cash flows for the fiscal year ended February 27,
2021. Numerous uncertainties continue to surround the pandemic and its ultimate impact on the Company. Further discussion of the risks and
uncertainties posed by the COVID-19 pandemic is disclosed in "Risk Factors" under Part I, Item 1A of this Form 10-K.
3. RESTRUCTURING AND TRANSFORMATION ACTIVITIES
Fiscal 2021 Restructuring and Transformation Initiative Expenses
The Company recorded $281.2 million in its consolidated statements of operations for the fiscal year ended February 26, 2022 for costs associated
with restructuring and other transformation initiatives, of which approximately $137.2 million is included in cost of sales and approximately $144.0
million is included in restructuring and transformation initiative expenses in the consolidated statements of operations. These charges were
comprised of, and classified in the Company’s consolidated statement of operations, as follows:
Cost of Sales
•$125.2 million primarily related to the Company’s initiatives to introduce certain new Owned Brand merchandise and, to a lesser extent, to redefine
certain existing Owned Brands and to rationalize product assortment across the Bed Bath & Beyond banner store base. The costs incurred in
connection with these activities included higher markdowns on inventory sold in Fiscal 2021, as well as an adjustment to reduce to its estimated
realizable value inventory on hand that will be removed from the product assortment as part of these initiatives.
•$12.0 million related to store closures for which the closing process had commenced, related primarily to higher markdowns on inventory sold
during the period between final announcement of closing and the final closure of the store.
•Store Closures. During Fiscal 2021, the Company closed 63 mostly Bed Bath & Beyond stores as part of its store fleet optimization program which
commenced in Fiscal 2020 and included the closure of
207 mostly Bed Bath & Beyond stores through the end of Fiscal 2021 (including the 144 stores closed in Fiscal 2020). For the fiscal year ended
February 26, 2022, the Company recorded costs associated with store closures for which the store closing process has commenced of $2.4 million of
severance costs and $45.5 million of lease-related and other costs within restructuring and transformation initiative expenses in its consolidated
statements of operations. At this point, the Company is unable to estimate the amount or range of amounts expected to be incurred in connection
with future store closures.
•Other transformation initiatives. During the fiscal year ended February 26, 2022, the Company recorded costs of $96.1 million which include costs
recorded in connection with other transformation initiatives, including technology transformation and business strategy and operating model
transformation programs across core functions including merchandising, supply chain and finance.
Fiscal 2020 Restructuring Charges
The Company recorded $149.3 million within cost of sales and restructuring and transformation initiative expenses in its consolidated statement of
operations for Fiscal 2020 for costs associated with its planned store closures as part of the fleet optimization plan for which the store closure
process has commenced, workforce reduction and other transformation initiatives.
As part of the Company's ongoing business transformation, on July 6, 2020, the Board of Directors of the Company approved the planned closure
of approximately 200 mostly Bed Bath & Beyond stores by the end of Fiscal 2021 as part of the Company's store fleet optimization program, 144 of
which were closed as of February 27, 2021. In Fiscal 2020, the Company recorded costs associated with its planned store closures for which the
store closing process has commenced of $21.0 million within cost of sales,
54
Table of Contents
$5.3 million of severance costs and $39.2 million of lease-related and other costs within restructuring and transformation initiative expenses in its
consolidated statements of operations.
In addition, during the second quarter of Fiscal 2020, the Company announced a realignment of its organizational structure as part of its
transformation initiative, to further simplify the Company's operations, support investment in its strategic growth plans, and provide additional
financial flexibility. In connection with the organizational realignment, the Company implemented a workforce reduction of approximately 2,800 roles
from across its corporate headquarters and retail stores. During the second quarter of Fiscal 2020, the Company recorded pre-tax restructuring
charges of approximately $23.1 million within restructuring and transformation initiative expenses in its consolidated statements of operations,
related to severance and associated costs for this workforce reduction, all of which have been paid during Fiscal 2020.
During Fiscal 2020, the Company also recorded costs of approximately $26.1 million within cost of sales and $34.6 million within restructuring and
transformation initiative expenses in its consolidated statements of operations related to other transformation initiatives.
Fiscal 2019 Restructuring Charges
During Fiscal 2019, the Company expensed pre-tax restructuring charges of approximately $102.5 million, primarily for severance and related costs in
conjunction with its transformation initiatives and extensive leadership changes, within selling, general and administrative expenses in its
consolidated statement of operations.
As of February 26, 2022 and February 27, 2021, the remaining accrual for severance and related costs related to these various initiatives was $15.0
million and $23.0 million, respectively.
4.
FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction
between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted
market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and
minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that
market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable
inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability
developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that
is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
•Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are
based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree
of judgment.
•Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for
identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active
markets.
•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
liabilities. The book value of the Company's financial instruments, excluding long term debt, is representative of their fair values. The Company’s
investment securities at February 26, 2022 consisted primarily of U.S. Treasury securities, which are stated at amortized cost and are based on
quoted prices in active markets for identical instruments (Level 1 valuation). As of February 26, 2022 and February 27, 2021, the fair value of the
Company’s long term debt was approximately $
956.0 million and $1.118 billion, respectively, which is based on quoted prices in active markets for identical instruments (i.e., Level 1 valuation),
compared to the carrying value of approximately $1.184 billion and $1.195 billion, respectively.
The Company did not have any financial assets utilizing Level 2 inputs. Financial assets utilizing Level 3 inputs included long term investments in
auction rate securities consisting of preferred shares of closed end municipal bond funds (see "Investment Securities," Note 5).
55
Table of Contents
5.
INVESTMENT SECURITIES
As of both February 26, 2022 and February 27, 2021, the Company’s long term available-for-sale investment securities represented approximately $
20.3 million par value of auction rate securities, less temporary valuation adjustments of approximately $1.1 million and $0.8 million, respectively.
Since these valuation adjustments are deemed to be temporary, they are recorded in accumulated other comprehensive loss, net of a related tax
benefit, and did not affect the Company’s net earnings. The Company had no short-term available-for-sale investment securities as of February 26,
2022 or February 27, 2021.
6.
PROPERTY AND EQUIPMENT
Property and equipment consist of the following:

Land and buildings $ 21,597 $ 24,840
Furniture, fixtures and equipment (1) 594,443 502,869
Leasehold improvements 746,365 721,039
Computer equipment and software 1,494,457 1,355,758
Total 2,856,862 2,604,506
Less: Accumulated depreciation (1) (1,829,475) (1,686,088)
Property and equipment, net $ 1,027,387 $ 918,418
________________________
(1)
Furniture, fixtures and equipment includes $39.0 million in assets held under finance leases as of February 26, 2022. Accumulated depreciation
includes $0.2 million in accumulated depreciation for assets held under finance leases as of February 26, 2022.
Depreciation expense was $
292.3 million, $338.7 million, $339.0 million in Fiscal 2021, 2020, and 2019, respectively.
7.
LONG TERM DEBT
Senior Unsecured Notes
On July 17, 2014, the Company issued $300.0 million aggregate principal amount of 3.749% senior unsecured notes due August 1, 2024, $300.0
million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 and $900.0 million aggregate principal amount of 5.165%
senior unsecured notes due August 1, 2044 (collectively, the "Notes"). Interest on the Notes is payable semi-annually on February 1 and August 1
of each year.
The Notes were issued under an indenture (the "Base Indenture"), as supplemented by a first supplemental indenture (together, with the Base
Indenture, the "Indenture"), which contains various restrictive covenants, which are subject to important limitations and exceptions that are
described in the Indenture. The Company was in compliance with all covenants related to the Notes as of February 26, 2022.
During Fiscal 2021, the Company purchased approximately $11.0 million aggregate principal amount of its outstanding 3.749% senior unsecured
notes due August 1, 2024. The total consideration paid for the notes accepted for purchase of $11.4 million during the fiscal year ended February
26, 2022 included accrued and unpaid interest up to, but not including, the early settlement date. The Company recorded a loss on extinguishment
of debt of $
0.4 million in its consolidated statement of operations for the fiscal year ended February 26, 2022, including the write off of unamortized debt
financing costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs.
56
Table of Contents
During Fiscal 2020, the Company purchased $75.0 million aggregate principal amount of its outstanding 4.915% senior unsecured notes due 2034
and approximately $225.0 million aggregate principal amount of its outstanding 5.165% senior unsecured notes due 2044. The total consideration
paid for the notes accepted for purchase of $220.9 million included an early tender premium of $50 per $1,000 principal amount of the notes accepted
for purchase, plus accrued and unpaid interest up to, but not including, the early settlement date. The Company recorded a gain on extinguishment
of debt of $77.0 million in its consolidated statement of operations for the fiscal year ended February 27, 2021, including the write off of unamortized
debt financing costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs. The Company did not purchase
any of its outstanding unsecured notes during Fiscal 2019.
As of February 26, 2022 and February 27, 2021, unamortized deferred financing costs associated with the Company’s 3.749% senior unsecured
notes due 2024, 4.915% senior unsecured notes due 2034 and 5.165% senior unsecured notes due 2044 were $4.6 million and $5.0 million,
respectively, and are included in long-term debt in the Company's consolidated balance sheets.
Asset-Based Credit Agreement
On August 9, 2021, the Company amended its asset-based credit agreement (the "Amended Credit Agreement") among the Company, certain of the
Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such
capacity, the "Agent"), and the lenders party thereto, which replaced the Company's previous $850.0 million Credit Agreement which was due to
mature on June 19, 2023.
The Amended Credit Agreement provides for an asset-based revolving credit facility (the "ABL Facility") with aggregate revolving commitments
established at closing of $1.0 billion, including a swingline subfacility and a letter of credit subfacility. The Amended Credit Agreement has an
uncommitted expansion feature which allows the borrowers to request, at any time following the delivery of an initial field exam and appraisal, an
increase in aggregate revolving commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility, collectively, in an aggregate
amount of up to $375.0 million, subject to certain customary conditions. The Amended Credit Agreement matures on August 9, 2026.
As of February 26, 2022, the Company had no loans outstanding under the ABL Facility, but had outstanding letters of credit of $96.4 million.
The ABL Facility is secured on a first priority basis (subject to customary exceptions) on all accounts receivable (including credit card receivables),
inventory, certain deposit accounts and securities accounts, and certain related assets, of the Company and its subsidiaries that are borrowers or
guarantors under the ABL Facility. Amounts available to be drawn from time to time under the ABL Facility (including, in part, in the form of letters
of credit) are equal to the lesser of (i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to
the sum of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory, valued at the lower of cost or market value, determined on a
weighted average cost basis, minus (c) customary reserves.
Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the ABL Facility at any time
without premium or penalty. Any voluntary prepayments made will not reduce commitments under the ABL Facility. If at any time the outstanding
amount under the ABL Facility exceeds the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base, the Company will be
required to prepay outstanding amounts or cash collateralize letter of credit obligations under the ABL Facility.
Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable borrower’s election: (i) in
the case of loans denominated in U.S. dollars, such loans shall be comprised entirely of Alternate Base Rate ("ABR") loans and London Inter-Bank
Offered ("LIBO") Rate loans and (ii) in the case of loans denominated in Canadian dollars, such loans shall be comprised entirely of Canadian Prime
Rate loans and Canadian Dollar Offered Rate ("CDOR") loans, in each case as set forth in the Amended Credit Agreement, plus an interest rate
margin based on average quarterly availability ranging from (i) in the case of ABR loans and Canadian Prime Rate loans, 0.25% to 0.75%; provided
that if ABR or the Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (ii) in the case of LIBO Rate
loans and CDOR Loans, 1.25% to 1.75%; provided that if the CDOR or LIBO Rate is less than 0.00%, such rate shall be deemed to be 0.00%, as
applicable.
The Amended Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative
covenants for facilities of this type, including but not limited to a springing financial covenant relating to a fixed charge coverage ratio, and
restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, restricted payments
57
Table of Contents
and prepayment of certain indebtedness. The Company was in compliance with all covenants related to the Amended Credit Agreement as of
February 26, 2022.
As of February 26, 2022 and February 27, 2021, unamortized deferred financing costs associated with the Company's revolving credit facilities were
$7.4 million and $6.1 million, respectively, and were recorded in other assets in the Company's consolidated balance sheets.
The Company amortizes deferred financing costs for the Notes and the ABL Facility over their respective terms and such amortization is included in
interest expense, net in the consolidated statements of operations. Interest expense related to the Notes and the revolving credit facilities, including
the commitment fee and the amortization of deferred financing costs, was approximately $
64.1 million, $73.6 million, and $73.0 million for the fiscal years ended February 26, 2022, February 27, 2021, and February 29, 2020, respectively.
8.
PROVISION FOR INCOME TAXES
The components of the (benefit) provision for income taxes are as follows:
Fiscal Year Ended

(in thousands) 2022 2021 2020
Current:
Federal $ (43,740) $ (336,506) $ 2,455
State and local 3,397 1,211 (7,973)
(40,343) (335,295) (5,518)
Deferred:
Federal 73,006 150,861 (124,578)
State and local 54,304 (1,555) (20,941)
127,310 149,306 (145,519)
$ 86,967 $ (185,989) $ (151,037)
58
Table of Contents
At February 26, 2022 and February 27, 2021, included in other assets are net deferred income tax assets of $(0.1) million and $130.0 million,
respectively. These amounts represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets and
liabilities consist of the following:

Deferred tax assets:
Inventories $ 4,077 $ 13,040
Operating lease liabilities 473,397 484,290
Insurance 6,416 9,086
Merchandise credits and gift card liabilities 56,690 52,584
Accrued expenses 23,412 31,914
Intangibles 1,685 1,008
Goodwill 90 1,596
Carryforwards and other tax credits 189,746 86,914
Other 34,991 34,104
Valuation allowance: (249,529) (26,011)
Deferred tax liabilities:

Depreciation (146,970) (105,649)
Prepaid expenses (1,155) (26,356)
Operating lease assets (376,079) (409,535)
Other (18,499) (17,977)
$ (136) $ 130,022
At February 26, 2022, the Company has federal net operating loss carryforwards of $67.2 million (tax effected), of which $4.6 million will expire
between 2025 and 2039, state net operating loss carryforwards of $87.1 million (tax effected), which will expire between 2021 and 2041, California
state enterprise zone credit carryforwards of $2.1 million (tax effected), which will expire in 2023, but require taxable income in the enterprise zone to
be realizable.
the Company establishes a valuation allowance. A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its
deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.
The Company assessed all available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit
use of existing deferred tax assets in each taxpaying jurisdiction. On the basis of this evaluation, as of February 26, 2022, a valuation allowance of
$224.3 million was recorded against the Company's net federal and state deferred tax assets as it is not more likely than not that these assets would
be realized.
As of February 26, 2022 and February 27, 2021, the Company had also recorded a valuation allowance of $25.2 million and $15.5 million, respectively,
relative to the Company's Canadian net deferred tax asset, as the Company did not believe the deferred tax assets in that jurisdiction were more
likely than not to be realized.
59
Table of Contents
The following table summarizes the activity related to the gross unrecognized tax benefits from uncertain tax positions:

Balance at beginning of year $ 105,749 $ 51,781
Increase related to current year positions 1,125 69,106

Decrease related to prior year positions (1,902) (2,797)
Settlements (2,340) (4,981)
Lapse of statute of limitations (7,114) (7,360)
Balance at end of year $ 95,518 $ 105,749
Gross unrecognized tax benefits are classified in non-current income taxes payable (or a contra deferred tax asset) on the consolidated balance
sheet for uncertain tax positions taken (or expected to be taken) on a tax return. As of February 26, 2022 and February 27, 2021, approximately $95.5
million and $105.7 million, respectively, of gross unrecognized tax benefits would impact the Company’s effective tax rate. As of February 26, 2022
and February 27, 2021, the liability for gross unrecognized tax benefits included approximately $8.6 million and $8.1 million, respectively, of accrued
interest. The Company recognizes interest and penalties for unrecognized tax benefits, as applicable, in income tax expense. The Company recorded
an increase to accrued interest of approximately $0.5 million for the fiscal year ended February 26, 2022 and a decrease of approximately $1.5 million
for the fiscal year ended February 27, 2021 for gross unrecognized tax benefits in the consolidated statement of earnings.
The Company anticipates that any adjustments to gross unrecognized tax benefits which will impact income tax expense, due to the expiration of
statutes of limitations, could be approximately $5.8 million in the next twelve months. However, actual results could differ from those currently
anticipated.
As of February 26, 2022, the Company operated in all 50 states, the District of Columbia, Puerto Rico, Canada, and Mexico and files income tax
returns in the United States and various state, local and international jurisdictions. The Company is currently under examination by the Internal
Revenue Service for the tax year 2017. The Company is open to examination for state, foreign and local jurisdictions with varying statutes of
limitations, generally ranging from 3 to 5 years.
The following table summarizes the reconciliation between the effective income tax rate and the federal statutory rate:
Fiscal Year Ended

February 26, 2022 February 27, 2021 February 29, 2020
Federal statutory rate 21.00% 21.00% 21.00%

State income tax rate, net of federal impact 3.87 3.94 4.28
Uncertain tax positions 2.16 1.63 1.33
Goodwill non-deductible impairment charges - - (4.84)
Tax deficiencies related to stock-based compensation (0.81) (3.18) (3.07)
Tax credits 0.38 0.41 0.49
CARES Act 0.94 35.98 -
Valuation Allowance (48.01) (7.74) -
Canadian Branch Earnings 1.60 0.78 0.90
Other 0.47 2.35 (0.34)
(18.40)% 55.17% 19.75%
60
Table of Contents
9.
TRANSACTIONS AND BALANCES WITH RELATED PARTIES
Directors of the Company. As a result of this transition, Messrs. Eisenberg and Feinstein ceased to be officers of the Company effective as of April
21, 2019, and became entitled to the payments and benefits provided under their employment agreements that apply in the case of termination
without cause, which generally include continued senior status payments until May 2027 and continued participation for Co-Founders (and their
spouses, if applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to supplemental
pension payments specified in their employment agreements of $
200,000 per year (as adjusted for a cost of living increase), until the death of the survivor of the applicable Co-Founder and his spouse, reduced by
the continued senior status payments referenced above.
10.
LEASES
The Company leases retail stores, as well as distribution facilities, offices and equipment, under agreements expiring at various dates through 2041.
The leases provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five year renewal options,
often at increased rents, the exercise of which is at the Company's sole discretion. Certain leases provide for contingent rents (which are based
upon store sales exceeding stipulated amounts and are immaterial in Fiscal 2021, 2020, and 2019), scheduled rent increases and renewal options. The
Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges.
The Company subleases certain real estate to unrelated third parties, all of which have been classified as operating leases. The Company
recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements
provide for a series of five year renewal options, the exercise of which are at the Company's sole discretion.
The Company regularly negotiates lease terms with landlords, including in connection with its transformation initiatives. Beginning in the first
quarter of Fiscal 2020, in order to maintain liquidity given temporary store closures as a result of the COVID-19 pandemic (see "Impact of the
COVID-19 Pandemic," Note 2), the Company withheld portions of and/or delayed or deferred payments to certain landlords, including in connection
with renegotiations of lease terms. In some instances, the renegotiations led to agreements with landlords for rent abatements or rental deferrals. In
Fiscal 2021, the Company has continued to withhold payments to certain landlords in connection with certain negotiations of payment terms. Total
payments withheld and/or delayed or deferred as of February 26, 2022 and February 27, 2021 were approximately $
1.9 million and $9.6 million, respectively, and are included in current liabilities.
In accordance with the FASB’s Staff Q&A regarding rent concessions related to the effects of the COVID-19 pandemic, the Company has elected to
account for the concessions agreed to by landlords that do not result in a substantial increase in the rights of the lessor or the obligations of the
lessee as though enforceable rights and obligations for those concessions existed in the original lease agreements and the Company has elected to
not remeasure the related lease liabilities and right-of-use assets. For qualifying rent abatement concessions, the Company has recorded negative
lease expense for the amount of the concession during the period of relief, and for qualifying deferrals of rental payments, the Company has
recognized a non-interest bearing payable in lieu of recognizing a decrease in cash for the lease payment that would have been made based on the
original terms of the lease agreement, which will be reduced when the deferred payment is made in the future. During the fiscal year ended February
26, 2022 and February 27, 2021, the Company recognized reduced rent expense of $2.7 million and $10.3 million, respectively, related to rent
abatement concessions.
61
Table of Contents
The components of total lease cost for the fiscal year ended February 26, 2022 and February 27, 2021 were as follows:
(in thousands) Statement of Operations Location February 26, 2022 February 27, 2021
Operating lease cost Cost of sales and SG&A $ 449,394 $ 582,168
Finance lease cost:
Depreciation of property SG&A 184 2,500
Interest on lease liabilities Interest expense, net 1,886 7,755
Variable lease cost Cost of sales and SG&A 152,259 189,485
Sublease income SG&A (43,922) (12,574)
Total lease cost $ 559,801 $ 769,334
As of February 26, 2022 and February 27, 2021, assets and liabilities related to the Company's operating and finance leases were as follows:
(in thousands) Consolidated Balance Sheet Location February 26, 2022 February 27, 2021
Assets
Operating leases Operating lease assets $ 1,562,857 $ 1,587,101
Finance leases Property and equipment, net 38,790 -
Total Lease assets $ 1,601,647 $ 1,587,101
Liabilities
Current:
Operating leases Current operating lease liabilities $ 346,506 $ 360,061
Finance leases Accrued expenses and other current liabilities 2,494 -
Noncurrent:
Operating leases Operating lease liabilities 1,508,002 1,509,767
Finance leases Other liabilities 35,447 -
Total lease liabilities $ 1,892,449 $ 1,869,828
At February 26, 2022, the Company has entered into two operating leases, which have not yet commenced, for a regional distribution center and a
store, both expected to open in Fiscal 2022. The aggregate minimum rental payments over the term of the lease of approximately $107.2 million and
$4.1 million, respectively, are not included in the above table.
As of February 26, 2022, the Company's lease liabilities mature as follows:

(in thousands) Operating Leases Finance Leases
Fiscal Year:
2022 $ 444,562 $ 7,369
2023 388,183 11,636
2024 334,178 11,636
2025 272,790 11,636
2026 202,690 11,636
Thereafter 643,824 59,531
Total lease payments $ 2,286,227 $ 113,444
Less imputed interest (431,719) (75,503)
Present value of lease liabilities $ 1,854,508 $ 37,941
62
Table of Contents
The Company's lease terms and discount rates were as follows:

February 26, 2022 February 27, 2021
Weighted-average remaining lease term (in years)
Operating leases 7.0 years 6.8 years
Finance leases 10.0 years -
Weighted-average discount rate
Operating leases 6.0% 6.4%
Finance leases 8.4% -%
Other information with respect to the Company's leases is as follows:

(in thousands) February 26, 2022 February 27, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 450,082 $ 646,981
Operating cash flows from finance leases 1,886 9,295
Financing cash flows from finance leases 1,033 -
Operating lease assets obtained in exchange for new operating lease liabilities 359,933 305,614
Financing lease assets obtained in exchange for new financing lease liabilities 38,974 -
In Fiscal 2019, the Company completed a sale-leaseback transaction on approximately 2.1 million square feet of owned real estate, which generated
approximately $267.3 million in proceeds. As a result of the transaction, the Company recorded a loss, including transaction costs of approximately
$5.7 million, of approximately $33.1 million which is included in selling, general and administrative expenses in the consolidated statement of
operations for the fiscal year ended February 29, 2020. All leases entered into as a result of the sale-leaseback transaction were classified as
operating leases. For certain assets included in the transaction, the Company determined that the fair value of the assets was less than the
consideration received. As a result, the Company recognized a financing obligation in the amount of $14.5 million, for the additional financing
obtained from the buyer. As of February 26, 2022 and February 27, 2021, the financing obligation amounted to approximately $13.0 million and $13.8
million, respectively, of which approximately $0.7 million and $0.7 million, respectively, is included in accrued expenses and other current liabilities,
and approximately $12.3 million and $13.1 million, respectively, is included in other liabilities, in the consolidated balance sheets.
11.
EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company has

three defined contribution savings plans covering all eligible employees of the Company (the "Plans"). Participants of the Plans may defer annual
pre-tax compensation subject to statutory and Plan limitations. In addition, a certain percentage of an employee’s contributions are matched by the
Company and vest over a specified period of time, subject to certain statutory and Plan limitations. The Company’s match was approximately $6.2
million, $10.6 million, and $13.7 million for Fiscal 2021, 2020, and 2019, respectively, which was expensed as incurred.
Defined Benefit Plan
During Fiscal 2020, upon the divestiture of CTS, the Company retained liability for a non-contributory defined benefit pension plan for CTS
employees hired on or before July 31, 2003, who met specified age and length-of-service requirements.
During Fiscal 2021, the Company received final approval to terminate the plan, upon which the Company contributed $5.1 million to the plan. Using
plan assets, the Company purchased a non-participating group annuity contract for certain participants and made lump sum distributions to all
remaining participants. Net periodic pension cost included in the consolidated statement of operations includes the pre-tax release of $13.5 million
from other comprehensive income in connection with the settlement of the plan, which is recorded within loss on sale of businesses. As of
February 26, 2022, the Company had no liability remaining related to the plan.
63
Table of Contents
During Fiscal 2020, the Company released $2.1 million from other comprehensive income in connection with the partial settlement of the plan,
recorded within loss on sale of businesses, including impairment of assets held for sale, in the consolidated statements of operations. In addition,
as of February 27, 2021, the Company recognized a loss of $8.4 million, net of tax of $3.0 million, within accumulated other comprehensive loss. As
of February 27, 2021, the Company had liabilities of $3.6 million, which is included in other liabilities in the Company's consolidated balance sheets.
The remaining net periodic pension cost recorded during Fiscal 2021, 2020, and 2019 was not material to the Company’s results of operations.
12.
COMMITMENTS AND CONTINGENCIES
A putative securities class action was filed on April 14, 2020 against the Company and three of its officers and/or directors (Mark Tritton, Mary
"Exchange Act") on behalf of a putative class of purchasers of the Company’s securities from October 2, 2019 through February 11, 2020. The
Complaint alleges that certain of the Company’s disclosures about financial performance and certain other public statements during the putative
class period were materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative
class against the same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al., Case No. 1:20-cv-
05339-MCA-MAH, is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the
two cases and appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the
"Securities Class Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20,
2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved
to dismiss the Amended Complaint on December 21, 2020.
The settlement has been executed and was preliminarily approved by the New Jersey Federal Court in February 2022. If the settlement is granted
final approval, the Securities Class Action will be fully resolved and the matter will be dismissed. The Company has recorded a liability for the
Securities Class Action, based on the agreed settlement amount and insurance coverage available.
On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of the Company against
under state law arising from the events underlying the securities class actions described above and from the Company’s repurchases of its own
shares during the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v.
Tritton, et al., Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al., Case No. 2:20-cv-09763-MCA-MAH
(D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending
disposition of a motion to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three
derivative cases have moved to consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on
October 14, 2020, but the stay was subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case.
On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton, et al., Index No 516051/2020, was filed in the
conditions.
On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and former directors and
officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al., Index No. 514167/2021 and was filed in the Supreme Court of the State of
New York, Kings County. The claims are substantially the same as in the other two derivative actions. On October 26, 2021, the court consolidated
the Schneider and Anthony actions, and the plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a
motion to dismiss this case.
64
Table of Contents
The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement in principle was reached
subsequent to year-end. The settlement remains subject to documentation and must be approved by the Court.
The District Attorney's office for the County of Ventura, together with District Attorneys for other counties in California (together, the "District
Attorneys"), recently concluded an investigation regarding the management and disposal at the Company’s stores in California of certain materials
that may be deemed hazardous or universal waste under California law. On March 19, 2019, the District Attorneys provided the Company with a
settlement demand that included a proposed civil penalty, reimbursement of investigation costs, and certain injunctive relief, including
modifications to the Company’s existing compliance program, which already includes associate training, ongoing review of disposal rules
applicable to various product categories, and specialized third-party disposal. During Fiscal 2020, the Company and the District Attorneys agreed
to final terms on a settlement payment of approximately $
1.5 million to resolve the matter. The Company has also agreed to spend $171,000 over the next 36 months on refinements to its compliance program.
The Company and District Attorneys executed a Stipulated Judgment to this effect, which was recently filed with the court. As of February 29,
2020, the Company had recorded an accrual for the estimated probable loss for this matter, and the Company made the related settlement payment
during the fourth quarter of Fiscal 2020.
Directors of the Company. As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to be officers of the Company effective as of April
21, 2019, and became entitled to the payments and benefits provided under their employment agreements that apply in the case of a termination
without cause, which generally include continued senior status payments until May 2027 and continued participation for the Co-Founders (and
their spouses, if applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to
supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of living increase), until the
death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued senior status payments referenced above.
The Company’s former Chief Executive Officer (the "Former CEO") departed the Company effective as of May 12, 2019. In accordance with the
terms of the Former CEO's employment and equity award agreements, the Former CEO was entitled to three times his then-current salary, payable
over three years in normal payroll installments, except that any amount due prior to the six months after his departure, was paid in a lump sum after
such six month period. Such amounts will be reduced by any compensation earned with any subsequent employer or otherwise and will be subject
to the Former CEO's compliance with a one-year non-competition and non-solicitation covenant. On October 21, 2019, the Former CEO entered into
an agreement (the "Former CEO PSU Settlement Agreement") with the Company to reduce the PSUs held by him by an excess amount of
outstanding PSUs granted to the Former CEO in the Company’s 2018 fiscal year as a result of the use of the Fiscal 2017 peer group in lieu of the
Fiscal 2018 peer group. Further, as a result of this departure, the time-vesting component of the Former CEO's stock-based awards accelerated,
including (i) stock options (which were "underwater" and expired without having been exercised by the Former CEO), (ii) PSU awards which had
previously met the related performance-based test, had been certified by the Compensation Committee, and remained subject solely to time-vesting,
and (iii) PSU awards (assuming target level of performance) which remain subject to attainment of any performance goals and the certification of the
applicable performance-based tests by the Compensation Committee, as provided under his award agreements and subject to the terms of the
Former CEO PSU Settlement Agreement.
In addition, the Company maintains employment agreements with other executives which provide for severance pay.
In connection with the sale of PMall (see "Assets Held for Sale and Divestitures", Note 16), the Company agreed to indemnify 1-800-
FLOWERS.COM for certain litigation matters then existing at the time of the close of the transaction, including certain matters for which the
Company is entitled to indemnification from the former owner of PMall in connection with the Company's purchase of PMall in Fiscal 2016. During
Fiscal 2021, the Company recorded a liability for one such matter and a corresponding asset based on the Company's assessment of the ability to
recover the expected loss under the indemnification provided at the time of its purchase of PMall.
65
Table of Contents
The Company records an estimated liability related to its various claims and legal actions arising in the ordinary course of business when and to the
extent that it concludes a liability is probable and the amount of the loss can be reasonably estimated. Such estimated loss is based on available
information and advice from outside counsel, where appropriate. As additional information becomes available, the Company reassesses the
potential liability related to claims and legal actions and revises its estimated liabilities, as appropriate. The Company expects the ultimate
disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or
liquidity. The Company also cannot predict the nature and validity of claims which could be asserted in the future, and future claims could have a
material impact on its earnings.
13.
SUPPLEMENTAL CASH FLOW INFORMATION
The Company paid income taxes of $

5.2 million, $4.8 million, and $44.8 million in Fiscal 2021, 2020, and 2019, respectively. In addition, the Company had interest payments of
approximately $66.0 million, $75.5 million, and $81.2 million in Fiscal 2021, 2020, and 2019, respectively.
In Fiscal 2021, the Company acquired property, plant and equipment of approximately $39.0 million under finance lease arrangements.
The Company recorded an accrual for capital expenditures of $63.4 million, $44.6 million, and $36.9 million as of February 26, 2022, February 27, 2021,
and February 29, 2020, respectively.
In addition, the Company recorded an accrual for dividends payable of $0.9 million, $2.1 million, $26.4 million as of February 26, 2022, February 27,
2021, and February 29, 2020, respectively.
14.
SHAREHOLDERS' EQUITY
The Company has authorization to make repurchases of shares of the Company’s common stock from time to time in the open market or through
other parameters approved by the Board of Directors pursuant to existing rules and regulations.
of $
12.950 billion of its shares of common stock. The Company also acquires shares of its common stock to cover employee related taxes withheld on
vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate
total of common stock repurchased is approximately 262.2 million shares for a total cost of approximately $11.685 billion. The Company had
approximately $1.267 billion remaining of authorized share repurchases as of February 26, 2022.
price of the Company's common stock, general business and economic conditions, the Company's financial condition and operating results, the
emergence of alternative investment or acquisition opportunities, changes in business strategy and other factors. The Company's share repurchase
program could change, and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19
pandemic. The Company reviews its alternatives with respect to its capital structure on an ongoing basis. Any future share repurchases will be
subject to the determination of the Board of Directors, based on an evaluation of the Company's earnings, financial condition and requirements,
business conditions and other factors, including the restrictions on share repurchases under the ABL Facility (see "Long Term Debt," Note 7).
In connection with its share repurchase program, during the twelve months ended February 26, 2022, the Company repurchased approximately 27.7
million shares of its common stock, at a total cost of approximately $574.9 million, including fees. Additionally, during the twelve months ended
February 26, 2022, the Company repurchased approximately 0.6 million shares of its common stock, at a total cost of approximately $14.5 million, to
cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards.
In the first quarter of Fiscal 2020, the Company had postponed share repurchases, but lifted this postponement in October 2020. In October 2020,
million of its common stock, subject to market conditions, which settled in the fourth quarter of Fiscal 2020, resulting in the repurchase of a total of
million of its common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of Fiscal 2020,
and an additional 0.2 million shares received upon final settlement in the first quarter of Fiscal 2021.
66
Table of Contents
During Fiscal 2016, the Company’s Board of Directors authorized a quarterly dividend program. In March 2020, the Company suspended its future
quarterly declarations of cash dividends as a result of the COVID-19 pandemic. During Fiscal 2021, 2020, and 2019, total cash dividends of $0.7
million, $23.1 million, and $85.5 million, respectively, were paid. Any future quarterly cash dividend payments on its common stock will be subject to
the determination by the Board of Directors, based on an evaluation of the Company’s earnings, financial condition and requirements, business
conditions and other factors, including the restrictions on the payment of dividends contained in the Amended Credit Agreement (see "Long Term
Debt," Note 7).
Cash dividends, if any, are accrued as a liability on the Company’s consolidated balance sheets and recorded as a decrease to retained earnings
when declared.
15.
STOCK-BASED COMPENSATION
The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records
such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to
restricted stock awards, restricted stock units, performance stock units, and stock options. The Company’s restricted stock awards are considered
nonvested share awards.
Stock-based compensation expense for the fiscal year ended February 26, 2022, February 27, 2021, and February 29, 2020 was approximately $
35.1 million, $31.6 million, and $45.7 million, respectively. In addition, the amount of stock-based compensation cost capitalized for the years ended
February 26, 2022 and February 27, 2021 was approximately $1.0 million and $0.8 million, respectively.
Incentive Compensation Plans
The Company may grant awards under the Bed Bath & Beyond 2018 Incentive Compensation Plan (the "2018 Plan") and the Bed Bath & Beyond
2012 Incentive Compensation Plan (the "2012 Plan"). The 2018 Plan includes an aggregate of 4.6 million common shares authorized for issuance of
awards permitted under the 2018 Plan, including stock options, stock appreciation rights, restricted stock awards, performance awards and other
stock based awards. The 2018 Plan supplements the 2012 Plan, which amended and restated the Bed Bath & Beyond 2004 Incentive Compensation
Plan (the "2004 Plan"). The 2012 Plan includes an aggregate of 43.2 million common shares authorized for issuance of awards permitted under the
2012 Plan (similar to the 2018 Plan). Outstanding awards that were covered by the 2004 Plan continue to be in effect under the 2012 Plan.
The terms of the 2012 Plan and the 2018 Plan are substantially similar and enable the Company to offer incentive compensation through stock
options (whether nonqualified stock options or incentive stock options), restricted stock awards, stock appreciation rights, performance awards
and other stock based awards, and cash-based awards. Grants are determined by the Compensation Committee of the Board of Directors of the
Company for those awards granted to executive officers, and by the Board of Directors of the Company for awards granted to non-employee
directors. Stock option grants generally become exercisable in either three or five equal annual installments beginning one year from the date of
grant. Restricted stock awards generally become vested in five to seven equal annual installments beginning one to three years from the date of
grant. Restricted stock units generally become vested in one to three equal annual installments beginning one year from the date of grant.
Performance stock units generally vest at the end of the performance period dependent on the Company's achievement of performance-based tests.
Vesting of each of these types of awards is subject, in general, to the recipient remaining in the Company's service on specified vesting dates.
The Company generally issues new shares for stock option exercises, restricted stock awards and vesting of restricted stock units and performance
stock units. The 2018 Plan expires in May 2028. The 2012 Plan expires in May 2022.
As described in further detail below, in Fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive
officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. The
inducement awards were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were not made under the 2012 Plan or the 2018 Plan.
67
Table of Contents
Restricted Stock Awards
Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in five to seven equal
annual installments beginning one to three years from the date of grant, subject, in general, to the recipient remaining in the Company’s service on
specified vesting dates. Vesting of restricted stock is based solely on time vesting. As of February 26, 2022, unrecognized compensation expense
related to the unvested portion of the Company’s restricted stock awards was $8.9 million, which is expected to be recognized over a weighted
average period of 2.3 years.
Changes in the Company’s restricted stock awards for the fiscal year ended February 26, 2022 were as follows:
Weighted Average
Number of Grant-Date Fair
(Shares in thousands) Restricted Shares Value
Unvested restricted stock awards, beginning of period 935 $ 34.34
Granted 47 29.58
Vested (324) 39.01
Unvested restricted stock awards, end of period 472 $ 32.38
Restricted Stock Units ("RSUs")
RSUs are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments
beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. RSUs
are converted into shares of common stock upon vesting. As of February 26, 2022, unrecognized compensation expense related to the unvested
portion of the Company’s RSUs was $29.7 million, which is expected to be recognized over a weighted average period of 1.9 years.
Changes in the Company’s RSUs for the fiscal year ended February 26, 2022 were as follows:
Weighted Average
Unvested restricted stock units, beginning of period 2,270 $ 14.04
Granted 1,108 24.91
Vested (420) 17.03
Unvested restricted stock units, end of period 2,600 $ 17.07
Performance Stock Units ("PSUs")
PSUs are issued and measured at fair market value on the date of grant using the following performance periods and performance metrics. The
performance metrics generally include one or more of Earnings Before Interest and Taxes ("EBIT"), Total Shareholder Return relative to a peer group
("TSR"), Return on Invested Capital ("ROIC") or Gross Margin Percentage ("GM") compared with the Company's peer groups as determined by the
Compensation Committee of the Company's Board of Directors.
Fiscal Year Performance Period Performance Metrics Target Achievement Range (%)
2019 3 years TSR and EBIT 0% - 150%
2020 3 years TSR 0% - 150%
2021 3 years TSR and GM 0% - 200%
For the PSUs granted in Fiscal 2018, the three year performance-based tests based on a combination of EBIT margin and ROIC were not met in the
first quarter of Fiscal 2021 and therefore, there was no payment of these awards following vesting.
68
Table of Contents
Vesting of PSUs awarded to certain of the Company’s executives is dependent on the Company’s achievement of a performance-based test from the
date of grant, during the performance period and, assuming achievement of the performance-based test, vest at the end of the performance period
noted above, subject, in general, to the executive remaining in the Company’s service on specified vesting dates. PSUs are converted into shares of
common stock upon payment following vesting. Upon grant of the PSUs, the Company recognizes compensation expense related to these awards
based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate on these awards on a
quarterly basis and adjusts compensation expense related to these awards, as appropriate. As of February 26, 2022, there was $15.8 million of
unrecognized compensation expense associated with these awards, which is expected to be recognized over a weighted average period of 2.0 years.
The fair value of the PSUs granted in Fiscal 2021 for which performance during the three-year period will be based on a relative three-year Total
Shareholder Return ("TSR") goal relative to a peer group was estimated on the date of the grant using a Monte Carlo simulation that uses the
assumptions noted in the following table.
Fiscal Year Ended

Monte Carlo Simulation Assumptions February 26, 2022
Risk Free Interest Rate 0.29%
Expected Dividend Yield -%
Expected Volatility 52.21%
Expected Term (in years) 3 years
Changes in the Company’s PSUs for the fiscal year ended February 26, 2022 were as follows:
Number of Weighted Average
Performance Stock Grant-Date Fair
(Shares in thousands) Units Value
Unvested performance stock units, beginning of period 1,475 $ 14.36
Granted 634 29.00
Vested (17) 12.38
Unvested performance stock units, end of period 1,298 $ 19.55
Stock Options
Stock option grants were issued at fair market value on the date of grant and generally became exercisable in either three or five equal annual
installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting
dates. Option grants expired eight years after the date of grant. All option grants were nonqualified. During the fiscal year ended February 27, 2021,
the remaining 822,633 options outstanding were forfeited and there were no options outstanding as of February 27, 2021.
For the fiscal years ended February 26, 2022 and February 27, 2021, no stock options were granted. For stock options granted in Fiscal 2019, the fair
value of these stock options granted were estimated on the date of grant using a Black-Scholes option-pricing model that used the assumptions
noted in the table below. The weighted average fair value for the stock options granted in Fiscal 2019 was $4.18.
Fiscal Year Ended

Black-Scholes Valuation Assumptions (1) February 29, 2020
Weighted Average Expected Life (in years) (2) 7.6 years
Weighted Average Expected Volatility (3) 39.41%
Weighted Average Risk Free Interest Rates (4) 2.39%
Expected Dividend Yield (5) 4.34%
________________________
(1)
Forfeitures were estimated based on historical experience.
(2)
The expected life of stock options was estimated based on historical experience.
69
Table of Contents
(3)
Expected volatility was based on the average of historical and implied volatility. The historical volatility was determined by observing actual
prices of the Company’s stock over a period commensurate with the expected life of the awards. The implied volatility represented the implied
volatility of the Company’s call options, which were actively traded on multiple exchanges, had remaining maturities in excess of twelve months,
had market prices close to the exercise prices of the employee stock options and were measured on the stock option grant date.
(4)
Based on the U.S. Treasury constant maturity interest rate whose term was consistent with the expected life of the stock options.
(5)
Expected dividend yield was estimated based on anticipated dividend payouts.
No stock options were exercised during Fiscal 2021 and 2020. The total intrinsic value for stock options exercised during Fiscal 2019 was $0.1
million.
Inducement Awards
In Fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to
their commencement of employment and entry into an employment agreement with the Company. These inducement awards were approved by the
Compensation Committee of the Board of Directors of the Company and did not require shareholder approval in accordance with Nasdaq Listing
Rule 5635(c)(4).
RSUs granted as inducement awards are issued and measured at fair market value on the date of grant and generally become vested in one to three
equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on
specified vesting dates. Changes in the RSUs granted as inducement awards for the fiscal year ended February 26, 2022 were as follows:
Weighted Average
Unvested restricted stock units, beginning of period 949 $ 7.36
Granted - -
Vested (512) 8.43
Forfeited - -
Unvested restricted stock units, end of period 437 $ 6.10
On November 4, 2019, in connection with the appointment of the Company’s President and Chief Executive Officer, the Company also granted
inducement awards consisting of 273,735 PSU awards, which are not included above. The PSUs vested over two years, based on performance goals
requiring the President and CEO to prepare and deliver to the Board of Directors key objectives and goals for the Company and the strategies and
initiatives for the achievement of such objectives and goals, and the President and CEO's provision of updates to the Board of Directors regarding
achievement of such goals and objectives. Vesting of the PSUs was also subject, in general, to the President and CEO remaining in the Company’s
service through the vesting date of November 4, 2021. On November 2, 2021, the Compensation Committee of the Board of Directors determined
that the performance goals established for the awards had been met, and the awards vested in full.
Other than with respect to the vesting terms described above for the inducement awards to the Company's President and Chief Executive Officer,
inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan.
During Fiscal 2020, the Company granted 816,158 RSUs to executive officers of the Company, pursuant to inducement award agreements. During
Fiscal 2021, an executive officer's employment with the Company was terminated and, as a result, 160,255 awards vested in accordance with the
terms of the awards.
As of February 26, 2022, unrecognized compensation expense related to the unvested portion of the Company's inducement awards was $1.6 million
and is expected to be recognized over a weighted average period of 1.2 years. Each inducement award recipient must hold at least fifty percent
(50%) of the after-tax shares of common stock received pursuant to the inducement awards until they have satisfied the terms of the Company’s
stock ownership guidelines.
70
Table of Contents
16.
ASSETS HELD FOR SALE AND DIVESTITURES
Assets Held for Sale
The Company has included businesses classified as held for sale within its continuing operations as their dispositions do not represent a strategic
shift that will have a major effect on the Company’s operations and financial results. As of February 26, 2022 and February 27, 2021, the Company
did not have any businesses classified as held for sale.
Prior to the end of Fiscal 2020, certain assets and liabilities of Cost Plus World Market, Personalization Mall.com ("PMall") and One Kings Lane
("OKL") were classified as held for sale on the Company's consolidated balance sheet. CPWM, PMall, and OKL were sold during Fiscal 2020, as
further described below.
Divestitures
Cost Plus World Market. On December 14, 2020, the Company announced that it entered into a definitive agreement to sell Cost Plus World Market
to Kingswood Capital Management. On January 15, 2021, the Company completed the sale of Cost Plus World Market. Proceeds from the sale were
approximately $63.7 million, subject to certain working capital and other adjustments. The Company recognized a loss on sale of approximately $72.0
million in loss on sale of businesses including impairment of assets held for sale in its consolidated statements of operations for the fiscal year
ended February 27, 2021. The $72.0 million loss on sale includes an impairment of $54.0 million recorded in the third quarter of Fiscal 2020 to
remeasure the disposal group that was classified as held for sale to the lower of carrying value or fair value less costs to sell, recorded in
impairments, including on assets held for sale.
Christmas Tree Shops. On October 11, 2020, the Company entered into definitive agreements to sell Christmas Tree Shops ("CTS") to Handil
Holdings LLC and to sell one of the CTS distribution facilities to an institutional buyer, with a leaseback term of nine months, to provide business
continuity to the Company for some of its operations currently using the facility. These transactions were completed during the third quarter of
Fiscal 2020, generating approximately $233.3 million in proceeds, subject to certain working capital and other adjustments, and the Company
recognized a loss on sale of approximately $53.8 million, which was recorded in loss on sale of businesses including impairment of assets held for
sale in its consolidated statements of operations for the fiscal year ended February 27, 2021. In Fiscal 2021, the Company recorded an additional
loss of sale of CTS of $13.5 million related to the settlement of the CTS Pension Plan.
Linen Holdings. On October 11, 2020, the Company entered into a definitive agreement to sell Linen Holdings to The Linen Group, LLC, an affiliate
of Lion Equity Partners. On October 24, 2020, the Company completed the sale of Linen Holdings for approximately $10.1 million, subject to certain
working capital and other adjustments, and recognized a loss on the sale of $64.6 million, which was recorded in loss on sale of businesses
including impairment of assets held for sale in its consolidated statements of operations for the fiscal year ended February 27, 2021.
PersonalizationMall.com. On February 14, 2020, the Company entered into a definitive agreement to sell PersonalizationMall.com ("PMall") to 1-
800-FLOWERS.COM, Inc. for $252.0 million, subject to certain working capital and other adjustments. The buyer was required to close the
transaction on March 30, 2020, but failed to do so. Accordingly, the Company had filed an action to require the buyer to close the transaction. On
July 20, 2020, the Company entered into a settlement agreement with respect to the litigation. Under this agreement, 1-800-FLOWERS.COM agreed
to move forward with its purchase of PMall from the Company for $245.0 million, subject to certain working capital and other adjustments. The
transaction closed on August 3, 2020. Net proceeds from the sale of PMall were $244.6 million, subject to certain working capital and other
adjustments, and the Company recognized a gain on the sale of approximately $189.3 million, which was recorded in loss on sale of businesses
including impairment of assets held for sale in its consolidated statement of operations for the fiscal year ended February 27, 2021. Upon the close
of the transaction, Bed Bath & Beyond withdrew the litigation against 1-800-FLOWERS.COM and 800-FLOWERS, INC.
In connection with the sale of PMall, the Company agreed to indemnify 1-800-FLOWERS.COM for certain litigation matters then existing at the time
of the close of the transaction, including certain matters for which the Company is entitled to indemnification from the former owner of PMall in
connection with the Company's purchase of PMall in Fiscal 2016 (see "Commitments and Contingencies" Note 12 for additional information.)
One Kings Lane. On April 13, 2020, the Company completed the sale of One Kings Lane ("OKL"). Proceeds from the sale were not material.
71
Table of Contents
During the fiscal year ended February 26, 2022, the Company recognized approximately $18.2 million of loss on the sale of these businesses
primarily associated with the Fiscal 2021 settlement of the CTS pension plan (see "Employee Benefit Plans" Note 11) and certain working capital and
other adjustments related to the above divestitures.
72
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors

Bed Bath & Beyond Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Bed Bath & Beyond Inc. and subsidiaries (the Company) as of February 26,
2022 and February 27, 2021, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of
the years in the three-year period ended February 26, 2022 and the related notes and financial statement schedule (collectively, the consolidated
financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of February 26, 2022 and February 27, 2021, and the results of its operations and its cash flows for each of the years in the three-year
period ended February 26, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal control over financial reporting as of February 26, 2022, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 21, 2022
expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that
our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the
consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment of store-level long-lived assets
As discussed in Note 1 to the consolidated financial statements, the Company reviews long-lived assets for impairment when events or changes in
circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the
carrying amount of the asset exceeds the fair value of the assets. Based upon the analysis performed, the Company recognized pre-tax impairment
charges for store-level long-lived assets of $30.8 million in Fiscal 2021.
We identified the assessment of impairment of store-level long-lived assets as a critical audit matter. Specifically, complex auditor judgment was
required to assess the sales growth rates used to estimate the forecasted cash flows as they involve a
73
Table of Contents
high degree of subjectivity. In determining the fair value of certain store-level long-lived assets, specialized knowledge was required to assess the
Company’s assumption of market rental rates from sub-lessors.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls over the Company’s store-level impairment assessment process, including controls related to the
assumptions described above. We evaluated the sales growth rates by comparing to historical results, the Company’s future operating plans, and
industry reports. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the market rental rates for
certain stores by comparing the sublease income to an independently developed range using publicly available market data for comparable store
sites.
/s/ KPMG LLP
We have served as the Company’s auditor since 1992.
Short Hills, New Jersey

April 21, 2022
74
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Shareholders and Board of Directors

Bed Bath & Beyond Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Bed Bath & Beyond Inc. and subsidiaries’ (the Company) internal control over financial reporting as of February 26, 2022, based
on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway
Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 26,
2022, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of February 26, 2022 and February 27, 2021, the related consolidated statements of operations,
comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended February 26, 2022, and the related
notes and financial statement schedule (collectively, the consolidated financial statements), and our report dated April 21, 2022 expressed an
unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention, or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent, or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP

April 21, 2022
75
Table of Contents
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE
None.
ITEM 9A - CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures
Based on their evaluation as of February 26, 2022, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to
ensure that the information required to be disclosed by our management in the reports that we file or submit under the Securities Exchange Act of
1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding
required disclosure.
Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and
procedures are designed to provide such reasonable assurance of achieving their objectives, and our Principal Executive Officer and Principal
Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial
reporting as of February 26, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"), released in 2013, Internal Control-Integrated Framework.
Our management has concluded that, as of February 26, 2022, our internal control over financial reporting is effective based on these criteria.
(c) Attestation Report of the Independent Registered Public Accounting Firm
KPMG LLP issued an audit report on the effectiveness of our internal control over financial reporting, which is included herein.
(d) Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended February 26, 2022 that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B - OTHER INFORMATION

On April 20, 2022, as part of the Company’s annual review process that began in 2021, the People, Culture and Compensation Committee of the
Company’s Board of Directors approved the adoption of an Executive Change in Control Severance Plan (the “Change in Control Plan”). This plan,
similar to those of benchmarked peers, provides for enhanced cash severance to be paid to members of the Company’s executive leadership team
and specific other employees as a result of certain events that would trigger a change in control of the Company, as defined in the Change in
Control Plan. A copy of the Change in Control Plan, including the form of participation agreement is filed as an exhibit hereto.
ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.
76
Table of Contents
PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a)Directors of the Company
Information relating to the Directors of the Company is set forth under the section captioned "Our Board of Directors and Corporate Governance"
in the registrant’s definitive proxy statement for the 2022 Annual Meeting of Shareholders (the "Proxy Statement") and is incorporated herein by
reference.
(b)Executive Officers of the Company
Information relating to the Executive Officers of the Company is set forth under the section captioned "Information About Our Executive Officers"
in the Proxy Statement and is incorporated herein by reference.
(c)Compliance with Section 16(a)
Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under the section captioned
"Delinquent Section 16(a) Reports" in the Proxy Statement and is incorporated herein by reference, to the extent responsive disclosure is required.
(d) Audit Committee
Information on our audit committee and the audit committee financial expert is set forth under the section captioned "Audit Committee" in the Proxy
Statement and is incorporated herein by reference.
(e) Code of Ethics
The Company has adopted a code of ethics entitled "Policy of Ethical Standards For Business Conduct" that applies to all of its employees,
including Executive Officers and the Board of Directors, the complete text of which is available through the Investor Relations section of the
Company’s website, www.bedbathandbeyond.com. Amendments to, and waivers granted under, the Policy of Ethical Standards for Business
Conduct, if any, will be posted to the Company’s website.
ITEM 11 - EXECUTIVE COMPENSATION

The information required by this item is set forth under the section captioned "Executive Compensation" in the Proxy Statement and is incorporated
herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED SHAREHOLDER MATTERS
The Equity Compensation Plan Information required by this item is included below; other information required by this item is set forth under the
section captioned "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement and is incorporated herein by
reference. Additional information regarding our equity compensation plans appears in Note 1 and Note 15 to the Company's consolidated financial
statements.
77
Table of Contents
The following table provides certain information as of February 26, 2022 with respect to the Company’s equity compensation plans:
Number of securities remaining
Number of securities to be Weighted-average exercise price available for future issuance
issued upon exercise of under equity compensation plans
of outstanding options, warrants outstanding options, warrants (excluding securities reflected
and rights and rights in column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by
shareholders (1) 4,898,746 (2) $ - (3) 13,512,808 (4)
Equity compensation plans not approved by
shareholders 437,268 (5) - (3) 20 (6)
Total 5,336,014 (2) $ - (3) 13,512,828
(1)These plans consist of the Company’s 2012 Incentive Compensation Plan (the "2012 Plan"), which amended and restated and assumed certain
shares under the 2004 Incentive Compensation Plan (the "2004 Plan") and the Company’s 2018 Incentive Compensation Plan (the "2018 Plan"),
which is generally based on the terms of the 2012 Plan. No further shares of common stock will be issued or distributed under the 2004 Plan, and no
equity-settled awards are outstanding under the 2018 Plan as of February 26, 2022.
(2)This amount represents the number of underlying shares of common stock associated with outstanding performance stock units and restricted
stock units under shareholder approved plans and includes 2,263,551 shares that may be issued upon the vesting of performance stock units
granted under the 2012 Plan and 2,635,195 shares that may be issued upon the vesting of restricted stock units granted under the 2012 Plan. The
amount of shares that may be issued upon the vesting of the performance stock units represents the estimated maximum number of shares that may
be issued upon the vesting of the performance stock units; however the actual number of shares that will be issued will depend on the achievement
of performance metrics. As of February 26, 2022, there are no outstanding equity-settled awards under the 2018 Plan.
(3)We have not indicated a weighted-average exercise price as no outstanding awards as of February 26, 2022 under the Company's equity plans,
whether or not approved by shareholders, have an exercise price.
(4)This amount represents the aggregate amount of common stock available for future issuance under shareholder approved equity compensation
plans and is comprised of 8,912,808 shares of common stock available for future issuance under the 2012 Plan and 4,600,000 shares of common
stock available for future issuance under the 2018 Plan. Under the 2012 Plan and the 2018 Plan, any shares of common stock that are subject to
equity-settled awards other than options or stock appreciation rights, including restricted stock awards, restricted stock units and performance
stock units, shall be counted against the aggregate number of shares of common stock that may be issued as 2.20 shares for every share granted.
Shares of common stock underlying awards that may be settled solely in cash are not deemed to use shares that may be issued under the 2018 Plan.
(5)This amount represents the number of underlying shares of common stock associated with 437,268 restricted stock units outstanding pursuant
to inducement grants to certain executives of the Company.
(6)This amount represents 20 shares of common stock registered pursuant to an inducement award for the Company’s CEO, which were never
granted.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE
The information required by this item is set forth under the sections captioned "Director Independence" and "Certain Relationships and Related
Transactions" in the Proxy Statement and is incorporated herein by reference.
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is set forth under the sections captioned "Fees Paid to KPMG LLP for Services and Products" and "Pre-
Approval Policies and Procedures" in the Proxy Statement and is incorporated herein by reference.
78
Table of Contents
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Consolidated Financial Statements of Bed Bath & Beyond Inc. and subsidiaries are incorporated under Item 8 of this Form 10-K.
(a) (2) Financial Statement Schedules
For the Fiscal Years Ended February 26, 2022, February 27, 2021 and February 29, 2020.
Schedule II - Valuation and Qualifying Accounts
(a) (3) Exhibits
Unless otherwise indicated, exhibits are incorporated by reference to the correspondingly numbered exhibits to the Company’s Registration
Statement on Form S-1 (Commission File No. 33-47250).
Exhibit
No. Exhibit
Company's Amended and Restated Certificate of Incorporation as amended through June 30, 2009 (incorporated by reference to the
3.1 Company's Form 10-K for the year ended February 27, 2021 filed on April 22, 2021)
Amended and Restated By-Laws of Bed Bath & Beyond Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K
3.2 filed with the Commission on June 19, 2019)
Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes
due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee
4.1 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
First Supplemental Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior
unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York
4.2 Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Commission on July 17, 2014)
Form of 3.749% senior unsecured notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the
4.3 Commission on July 17, 2014)
4.6** Description of the registrant's securities registered pursuant to section 12 of the Securities Exchange Act of 1934
Credit Agreement, dated as of June 19, 2020, among Bed Bath & Beyond Inc., certain of the Company’s U.S. and Canadian
subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto
4.7 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 22, 2020)
Amended and Restated Credit Agreement, dated as of August 9, 2021, among the Company, certain of the Company’s US and
Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders
4.8 party thereto (incorporated by reference to Exhibit 10.1 to the Company's 8-K filed August 10, 2021)
Employment Agreement between the Company and Steven H. Temares (dated as of December 1, 1994) (incorporated by reference to
10.1* Exhibit 10.16 to the Company’s Form 10-K for the year ended February 28, 1998)
Company’s 2004 Incentive Compensation Plan (incorporated by reference to Exhibit B to the Registrant’s Proxy Statement dated
10.2* May 28, 2004)
Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008
10.3* (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended November 29, 2008)
79
Table of Contents
Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008
10.4* (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended November 29, 2008)
Bed Bath & Beyond Inc. Policy on Recovery of Incentive Compensation (incorporated by reference to Exhibit 10.1 to the
10.5* Company’s Form 10-Q for the quarter ended May 30, 2009)
Amendment dated as of August 13, 2010 to Amended and Restated Employment Agreement between the Company and Warren
Eisenberg, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter
10.9* ended August 28, 2010)
Amendment dated as of August 13, 2010 to Amended and Restated Employment Agreement between the Company and Leonard
Feinstein, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter
10.10* ended August 28, 2010)
Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K
10.11* filed with the Commission on June 26, 2012)
Performance-Based Form of Restricted Stock Agreement under 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.39
10.12* to the Company’s Form 10-K for the year ended March 1, 2013)
Notice of Amendment to Restricted Stock Agreements, dated on or before June 11, 2012 (incorporated by reference to Exhibit 10.41
10.13* to the Company’s Form 10-K for the year ended March 1, 2013)
Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Warren
Eisenberg, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010 (incorporated by
10.16* reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on February 28, 2014)
Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Leonard
Feinstein, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010 (incorporated by
10.17* reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on February 28, 2014)
Form of Standard Performance Unit Agreement under 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the
10.18* Company’s Form 8-K filed with the Commission on May 9, 2014)
Form of Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2016) (incorporated by reference to
10.19* Exhibit 10.3 to the Company’s Form 10-Q filed with the Commission on July 6, 2016)
Letter agreement dated February 7, 2017 between the Company and Warren Eisenberg (incorporated by reference to Exhibit 10.1 to
10.20* the Company’s Form 8-K filed with the Commission on February 9, 2017)
Letter agreement dated February 7, 2017 between the Company and Leonard Feinstein (incorporated by reference to Exhibit 10.2 to
10.21* the Company’s Form 8-K filed with the Commission on February 9, 2017)
Form of Standard Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2017) (incorporated by
10.22* reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on June 30, 2017)
Form of Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2017) for Steven H. Temares
10.23* (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on June 30, 2017)
Amendment to Employment Agreement of Steven H. Temares, dated August 21, 2009 (incorporated by reference to Exhibit 10.60 to
10.24* the Company's Form 10-K filed with the Commission on May 2, 2018)
Employment Agreement between the Company and Robyn M. D'Elia (dated as of June 4, 2018) (incorporated by reference to Exhibit
10.26* 10.1 to the Company's Form 8-K filed with the Commission on June 5, 2018)
Bed Bath & Beyond Inc. 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
10.27* filed with the Commission on June 29, 2018)
Form of Standard Performance Stock Unit Agreement under 2018 or 2012 Incentive Compensation Plan (incorporated by reference
10.28* to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on June 19, 2019)
Employment Agreement between the Company and Mark J. Tritton (dated as of October 6, 2019) (incorporated by reference to
10.29* Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on October 10, 2019)
80
Table of Contents
Sign-On Restricted Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporated
10.30* by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on January 9, 2020))
Make-Whole Restricted Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019)
10.31* (incorporated by reference to Exhibit 10.3 filed with the Commission on January 9, 2020)
Make-Whole Performance Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019)
10.32* (incorporate by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the Commission on January 9, 2020)
Cooperation and Support Agreement (dated as of May 28, 2019) (incorporated by reference to Exhibit 99.2 to the Company's Form 8-
10.33 K filed with the Commission on June 3, 2019)
Employment Agreement between the Company and John Hartmann (dated April 1, 2020) (incorporated by reference to Exhibit 10.1
10.34 * to the Company’s Form 8-K filed with the Commission on April 21, 2020)
Employment Agreement between the Company and Gustavo Arnal (dated April 24, 2020) (incorporated by reference to Exhibit 10.1
10.35* to the Company’s Form 8-K filed with the Commission on April 30, 2020)
Employment Agreement between the Company and Cindy Davis (dated April 30, 2020) (incorporated by reference to Exhibit 99.1 to
10.36 * the Company’s Form S-8 filed with the Commission on May 26, 2020)
Make-Whole Restricted Stock Unit Agreement between the Company and John Hartmann (incorporated by reference to Exhibit 10.3
10.37 * to the Company's Form 10-Q filed with the SEC on July 8, 2020)
Sign-On Restricted Stock Unit Agreement between the Company and Gustavo Arnal (incorporated by reference to Exhibit 10.4 to
10.38 * the Company's Form 10-Q filed with the SEC on July 8, 2020)
Master Confirmation between JPMorgan Chase Bank, National Association and Bed Bath & Beyond Inc., dated October 28, 2020
10.40 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on October 28, 2020)
Employment Agreement between the Company and Joe Hartsig, dated March 4, 2020 (incorporated by reference to Exhibit 10.41 to
10.41 * the Company's Form 10-K filed with the SEC on April 22, 2021)
Make-Whole Restricted Stock Unit Agreement between the Company and Joe Hartsig, dated March 4, 2020 (incorporated by
10.42 * reference to Exhibit 10.42 to the Company's Form 10-K filed with the SEC on April 22, 2021)
Bed Bath & Beyond Inc. Compensation Recoupment Policy, dated as of January 2021 (incorporated by reference to Exhibit 10.43 to
10.43 * the Company's Form 10-K filed with the SEC on April 22, 2021)
Sign-On Restricted Stock Unit Agreement between the Company and Cindy Davis, dated May 26, 2020 (incorporated by reference
10.44 * to Exhibit 10.44 to the Company's Form 10-K filed with the SEC on April 22, 2021)
10.45 * Form of Performance Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's 8-K filed on May 14, 2021)
10.46 * Form of Restricted Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's 8-K filed on May 14, 2021)
Separation and General Release Agreement Between the Company and Cindy Davis (Dated as of August 30, 2021) (incorporated by
10.48 * reference to Exhibit 10.2 to the Company's Form 10-Q filed September 30, 2021)
10.49 *** Bed Bath & Beyond Inc. Executive Change in Control Severance Plan, dated as of April 20, 2022
10.50 *** Employment Agreement between the Company and Rafeh Masood, dated April 22, 2020
10.51 *** Amended Employment Agreement between the Company and Rafeh Masood, dated November 2, 2021
Cooperation Agreement, by and among Bed Bath & Beyond Inc., RC Ventures LLC and Ryan Cohen, dated as of March 24, 2022
10.52 * (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on March 25, 2022)
10.53 *** Bed Bath & Beyond Amended and Restated Short-Term Incentive Plan, dated April 13, 2022
21** Subsidiaries of the Company
23** Consent of Independent Registered Public Accounting Firm
31.1** Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
31.2** Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
32** Section 906 of the Sarbanes - Oxley Act of 2002
81
Table of Contents
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104 The cover page of Bed Bath & Beyond Inc.’s Annual Report on Form 10-K for the year ended February 26, 2022, formatted in Inline
XBRL (included within Exhibit 101 attachments)
______________________________
* This is a management contract or compensatory plan or arrangement.
** Filed herewith.
*** This is a management contract or compensatory plan or arrangement and filed herewith.
82
Table of Contents
ITEM 16 - FORM 10-K SUMMARY

None.
83
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Mark J. Tritton
Chief Executive Officer
April 21, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
84
Table of Contents
Signature Capacity Date
/s/ Mark J. Tritton President and Chief Executive Officer April 21, 2022
Mark J. Tritton and Director
/s/ Gustavo Arnal Chief Financial Officer April 21, 2022

Gustavo Arnal (Principal Financial Officer)
/s/ John S. Barresi Chief Accounting Officer April 21, 2022

John S. Barresi (Principal Accounting Officer)
/s/ Marjorie Bowen Director April 21, 2022

Marjorie Bowen
/s/ Harriet Edelman Director April 21, 2022

Harriet Edelman
/s/ John E. Fleming Director April 21, 2022

John E. Fleming
/s/ Sue E. Gove Director April 21, 2022

Sue E. Gove
/s/ Jeffrey A. Kirwan Director April 21, 2022

Jeffrey A. Kirwan
/s/ Shelly Lombard Director April 21, 2022

Shelly Lombard
/s/ Benjamin Rosenzweig Director April 21, 2022

Benjamin Rosenzweig
/s/ Virginia P. Ruesterholz Director April 21, 2022

Virginia P. Ruesterholz
/s/ Joshua E. Schechter Director April 21, 2022

Joshua E. Schechter
/s/ Minesh Shah Director April 21, 2022

Minesh Shah
/s/ Andrea Weiss Director April 21, 2022

Andrea Weiss
/s/ Mary A .Winston Director April 21, 2022

Mary A. Winston
85
Table of Contents
/s/ Ann Yerger Director April 21, 2022

Ann Yerger
86
Table of Contents
Bed Bath & Beyond Inc. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts

Fiscal Years Ended February 26, 2022, February 27, 2021, and February 29, 2020
(amounts in millions)
Column A Column B Column C Column D Column E
Balance at Additions Adjustments
Beginning of Charged to and/or Balance at End of
Description Period Income Deductions Period
Sales Returns and Allowance
Year Ended:
February 26, 2022 $ 36.2 $ 227.1 $ (241.1) $ 22.2
February 27, 2021 71.6 259.8 (295.2) 36.2
February 29, 2020 90.5 403.1 (422.0) 71.6
87
Exhibit 4.6
DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE
Bed Bath & Beyond Inc. (“Bed Bath” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of
1934, as amended: the Company’s common stock, par value $.01 per share (“Common Stock).
Description of Common Stock
The following summary description sets forth some of the general terms and provisions of the Common Stock. Because this is a summary
description, it does not contain all of the information that may be important to you. For a more detailed description of the Company’s Common
Stock, you should refer to the provisions of the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and the
Company’s Amended and Restated By-Laws (the “By-laws”), each of which is an exhibit to the Annual Report on Form 10-K to which this
description is an exhibit.
Authorized Capital Shares
Under the Certificate of Incorporation, Bed Bath’s capital stock consists of 900,000,000 shares of Common Stock and 1,000,000 shares of preferred
stock, par value $.01 per share.
Common Stock
Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders, and do not have
cumulative voting rights. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Company’s
board of directors (the “Board”) out of funds legally available therefor, and subject to any preferential dividend rights of any then outstanding
preferred stock. Upon the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to receive ratably the
Company’s net assets available after the payment of all debts and other liabilities and subject to any liquidation preference of any then outstanding
preferred stock. Holders of Common Stock have no preemptive, subscription or conversion rights. There are no redemption or sinking fund
provisions applicable to the Common Stock.
The Board has the authority, subject to certain restrictions, without further shareholder approval, to issue, at any time and from time to time, up to
1,000,000 shares of preferred stock in one or more series. Each such series shall have such number of shares, designations, preferences, voting
powers, qualifications and special or relative rights or privileges as shall be determined by the Board, which may include, among others, dividend
rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights, to the full extent
now or hereafter permitted by the laws of the State of New York.
The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that
may be issued in the future. Such rights may include voting and conversion rights which could adversely affect the holders of the Common Stock.
Satisfaction of any dividend or liquidation preferences of outstanding preferred stock would reduce the amount of funds available, if any, for the
payment of dividends or liquidation amounts on Common Stock. Holders of preferred stock would typically be entitled to receive a preference
payment.
New York Law and Some By-Law Provisions
The By-laws contain certain provisions that might have the effect of deterring a hostile takeover attempt of the Company. These By-law provisions
have the following effects:
•they provide that only persons who are nominated in accordance with the procedures set forth in the By-laws shall be eligible for election as a
director of the Company, except as may be otherwise provided in the By-laws;
•they provide that only business brought before the annual meeting by the Board or by a shareholder who complies with the procedures set forth
in the By-laws may be transacted at an annual meeting of shareholders;
•they provide that only the chairman of the board, if any, the chief executive officer, the Board or, at the written request of record holders of at least
50% of the voting power of the Company’s outstanding shares, the secretary may call special meetings of the Company’s shareholders; and
•they establish a procedure for the Board to fix the record date whenever shareholder action by written consent is undertaken.
Furthermore, the Company is subject to the provisions of Section 912 of the New York Business Corporation Law, an anti-takeover law. In general,
the statute prohibits a publicly held New York corporation from engaging in a “business combination” with an “interested shareholder” for a period
of five years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in
a prescribed manner. For purposes of Section 912, a “business combination” includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested shareholder, and an “interested shareholder” is a person who, together with affiliates and associates, owns, or
within five years prior, did own, 20% or more of the corporation’s voting stock.
Proxy Access Nominations
Under the By-laws, a shareholder (or a group of up to 20 shareholders) who has held at least 3% of the Common Stock for three years or more may
nominate a director and have that nominee included in the Company’s proxy materials, provided that the shareholder and nominee satisfy the
requirements specified in the By-laws. Any shareholder who intends to use these procedures to nominate a candidate for election to the Board for
inclusion in the Company’s proxy statement must satisfy the requirements specified in the By-laws.
B E D B A T H & B E Y O N D I N C . E X E C U T I V E C H A N G E I N C O N T R O L S E V E R A N C E P L A N E f f e c t i v e a s o f A p r i l 2 0 , 2 0 2 2 S e c t i o n 1 . P u r p o s e . T h e B e d B a t h & B e y o n d I n c . E x e c u t i v e C h a n g e i n C o n t r o l S e v e r a n c e P l a n ( t h e “ P l a n ” ) i s e f f e c t i v e a s o f A p r i l 2 0 , 2 0 2 2 ( t h e “ E f f e c t i v e D a t e ” ) , p u r s u a n t t o t h e a u t h o r i z a t i o n o f t h e B o a r d o f D i r e c t o r s o f B e d B a t h & B e y o n d I n c . , a N e w Y o r k c o r p o r a t i o n ( t h e “ C o m p a n y ” , w h i c h , a s u s e d t h r o u g h o u t t h i s P l a n , s h a l l b e d e e m e d t o i n c l u d e a n y s u c c e s s o r t h e r e t o ) . T h e P l a n h a s b e e n e s t a b l i s h e d t o p r o v i d e f i n a n c i a l s e c u r i t y t o t h e C o m p a n y ’ s E x e c u t i v e s ( a s d e f i n e d b e l o w ) i n t h e e v e n t o f a C h a n g e i n C o n t r o l ( a s d e f i n e d b e l o w ) a n d u p o n c e r t a i n t e r m i n a t i o n s o f e m p l o y m e n t w i t h t h e C o m p a n y . E x c e p t a s e x p r e s s l y c o n t e m p l a t e d h e r e i n , t h i s P l a n r e p l a c e s i n f u l l a n d s u p e r s e d e s a n y o t h e r c h a n g e i n c o n t r o l s e v e r a n c e p r o v i d e d t o t h e E x e c u t i v e s , i n c l u d i n g w i t h o u t l i m i t a t i o n , a n y o f f e r l e t t e r s o r o t h e r p l a n s . S e c t i o n 2 . D e f i n i t i o n s a n d C o n s t r u c t i o n ( a ) D e f i n i t i o n s . W h e r e t h e f o l l o w i n g w o r d s a n d p h r a s e s a p p e a r i n t h e P l a n , t h e y s h a l l h a v e t h e
r e s p e c t i v e m e a n i n g s s e t f o r t h b e l o w , u n l e s s t h e i r c o n t e x t c l e a r l y i n d i c a t e s t o t h e c o n t r a r y . ( i ) “ A f f i l i a t e ” m e a n s e a c h o f t h e f o l l o w i n g : ( A ) a n y S u b s i d i a r y ; ( B ) a n y P a r e n t ; ( C ) a n y c o r p o r a t i o n , t r a d e o r b u s i n e s s ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , a p a r t n e r s h i p o r l i m i t e d l i a b i l i t y c o m p a n y ) t h a t i s d i r e c t l y o r i n d i r e c t l y c o n t r o l l e d f i f t y p e r c e n t ( 5 0 % ) o r m o r e ( w h e t h e r b y o w n e r s h i p o f s t o c k , a s s e t s o r a n e q u i v a l e n t o w n e r s h i p i n t e r e s t o r v o t i n g i n t e r e s t ) b y t h e C o m p a n y o r o n e o f i t s A f f i l i a t e s ; ( D ) a n y c o r p o r a t i o n , t r a d e o r b u s i n e s s ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , a p a r t n e r s h i p o r l i m i t e d l i a b i l i t y c o m p a n y ) t h a t d i r e c t l y o r i n d i r e c t l y c o n t r o l s f i f t y p e r c e n t ( 5 0 % ) o r m o r e ( w h e t h e r b y o w n e r s h i p o f s t o c k , a s s e t s o r a n e q u i v a l e n t o w n e r s h i p i n t e r e s t o r v o t i n g i n t e r e s t ) o f t h e C o m p a n y ; a n d ( E ) a n y o t h e r e n t i t y i n w h i c h t h e C o m p a n y o r a n y o f i t s A f f i l i a t e s h a s a m a t e r i a l e q u i t y i n t e r e s t a n d t h a t i s d e s i g n a t e d a s a n “ A f f i l i a t e ” b y r e s o l u t i o n o f t h e C o m m i t t e e . ( i i ) “ A n n u a l P a y ” m e a n s t h e a n n u a l r a t e o f b a s e c o m p e n s a t i o n o f a n
E x e c u t i v e i n e f f e c t i m m e d i a t e l y p r i o r t o t h e C h a n g e i n C o n t r o l o r a t t h e t i m e o f h i s o r h e r T e r m i n a t i o n o f E m p l o y m e n t , w h i c h e v e r i s g r e a t e r . ( i i i ) “ A w a r d ” m e a n s a n y a w a r d u n d e r a C o m p a n y l o n g - t e r m i n c e n t i v e c o m p e n s a t i o n p l a n o f a n y o p t i o n , s t o c k a p p r e c i a t i o n r i g h t , r e s t r i c t e d s t o c k a w a r d , p e r f o r m a n c e a w a r d o r o t h e r s t o c k - b a s e d a w a r d . ( i v ) “ B o a r d ” m e a n s t h e B o a r d o f D i r e c t o r s o f t h e C o m p a n y o r i t s s u c c e s s o r . E x h i b i t 1 0 . 4 9
( v ) “ B o n u s ” m e a n s a n n u a l i n c e n t i v e c o m p e n s a t i o n p a y a b l e u n d e r t h e C o m p a n y ’ s a n n u a l i n c e n t i v e a w a r d p l a n a s i n e f f e c t f r o m t i m e t o t i m e . ( v i ) “ C a u s e ” m e a n s , w i t h r e s p e c t t o a n E x e c u t i v e ’ s T e r m i n a t i o n o f E m p l o y m e n t , t h e f o l l o w i n g : ( A ) i n t h e c a s e w h e r e t h e r e i s a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , o r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e E x e c u t i v e t h a t d e f i n e s “ c a u s e ” ( o r w o r d s o r a c o n c e p t o f l i k e i m p o r t ) , “ c a u s e ” s h a l l b e a s d e f i n e d u n d e r s u c h a g r e e m e n t ; o r ( B ) i n t h e c a s e w h e r e t h e r e i s n o e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , o r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e E x e c u t i v e ( o r w h e r e t h e r e i s s u c h a n a g r e e m e n t b u t i t d o e s n o t d e f i n e “ c a u s e ” ( o r w o r d s o r a c o n c e p t o f l i k e i m p o r t ) ) , t h e E x e c u t i v e ’ s : ( 1 ) i n d i c t m e n t f o r o r p l e a o f n o l o c o n t e n d e r e t o a f e l o n y o r c o m m i s s i o n o f a n a c t i n v o l v i n g m o r a l t u r p i t u d e ; ( 2 ) c o m m i s s i o n o f f r a u d , t h e f t , e m b e z z l e m e n t , s e l f - d e a l i n g , m i s a p p r o p r i a t i o n o r o t h e r m a l f e a s a n c e a g a i n s t t h e
b u s i n e s s o f t h e C o m p a n y G r o u p ; ( 3 ) i n d i c t m e n t f o r o r p l e a o f n o l o c o n t e n d e r e t o a n y s e r i o u s o f f e n s e t h a t r e s u l t s i n o r w o u l d r e a s o n a b l y b e e x p e c t e d t o r e s u l t i n m a t e r i a l f i n a n c i a l h a r m , m a t e r i a l l y n e g a t i v e p u b l i c i t y o r o t h e r m a t e r i a l h a r m t o a n y m e m b e r o f t h e C o m p a n y G r o u p ; ( 4 ) f a i l u r e t o p e r f o r m a n y m a t e r i a l a s p e c t o f h i s o r h e r l a w f u l d u t i e s o r r e s p o n s i b i l i t i e s f o r t h e C o m p a n y o r t h e C o m p a n y G r o u p ( o t h e r t h a n b y r e a s o n o f d i s a b i l i t y ) , a n d i f c u r a b l e , f a i l u r e t o c u r e i n a t i m e l y m a n n e r ; ( 5 ) f a i l u r e t o c o m p l y w i t h a n y l a w f u l w r i t t e n p o l i c y o f t h e C o m p a n y , a n y r e a s o n a b l e d i r e c t i v e o f t h e C h i e f E x e c u t i v e O f f i c e r o f t h e C o m p a n y ( t h e “ C E O ” ) ( w i t h r e s p e c t t o p a r t i c i p a n t s o t h e r t h a n t h e C E O ) o r t h e B o a r d , o r , f o r a n y E x e c u t i v e w h o i s n o t a d i r e c t r e p o r t t o t h e C E O , a n y r e a s o n a b l e d i r e c t i v e o f t h e E x e c u t i v e ’ s d i r e c t s u p e r v i s o r , a n d i n e a c h c a s e , i f c u r a b l e , f a i l u r e t o c u r e i n a t i m e l y m a n n e r ; ( 6 ) c o m m i s s i o n o f a c t s o r o m i s s i o n s c o n s t i t u t i n g g r o s s n e g l i g e n c e o r g r o s s m i s c o n d u c t i n t h e p e r f o r m a n c e o f a n y a s p e c t o f h i s o r
h e r l a w f u l d u t i e s o r r e s p o n s i b i l i t i e s ; ( 7 ) b r e a c h o f a n y f i d u c i a r y d u t y o w e d t o t h e C o m p a n y G r o u p ; ( 8 ) v i o l a t i o n o r b r e a c h o f a n y r e s t r i c t i v e c o v e n a n t o r a n y m a t e r i a l t e r m o f t h e a p p l i c a b l e e m p l o y m e n t o r o t h e r a g r e e m e n t , a n d , i f c u r a b l e , f a i l u r e t o c u r e i n a t i m e l y m a n n e r ; o r ( 9 ) c o m m i s s i o n o f a n y a c t o r o m i s s i o n t h a t d a m a g e s o r i s r e a s o n a b l y l i k e l y t o d a m a g e t h e f i n a n c i a l c o n d i t i o n o r b u s i n e s s o f t h e C o m p a n y o r m a t e r i a l l y d a m a g e s o r i s r e a s o n a b l y l i k e l y t o m a t e r i a l l y d a m a g e t h e r e p u t a t i o n , p u b l i c i m a g e , g o o d w i l l , a s s e t s o r p r o s p e c t s o f t h e C o m p a n y . I n a d d i t i o n , t h e E x e c u t i v e ’ s e m p l o y m e n t w i l l b e d e e m e d t o h a v e t e r m i n a t e d f o r “ C a u s e ” i f , o n t h e d a t e t h e E x e c u t i v e ’ s e m p l o y m e n t t e r m i n a t e s , f a c t s a n d c i r c u m s t a n c e s e x i s t t h a t w o u l d h a v e j u s t i f i e d a t e r m i n a t i o n f o r C a u s e , t o t h e e x t e n t t h a t s u c h f a c t s a n d c i r c u m s t a n c e s a r e d i s c o v e r e d w i t h i n f o u r ( 4 ) m o n t h s a f t e r s u c h t e r m i n a t i o n . ( v i i ) “ C h a n g e i n C o n t r o l ” m e a n s , t h e o c c u r r e n c e o f a n y o n e o r m o r e o f t h e f o l l o w i n g e v e n t s : ( A ) a n y “ p e r s o n ” a s s u c h t e r m i s u s e d i n
S e c t i o n s 1 3 ( d ) a n d 1 4 ( d ) o f t h e E x c h a n g e A c t ( o t h e r t h a n t h e C o m p a n y , a n y t r u s t e e o r o t h e r f i d u c i a r y h o l d i n g s e c u r i t i e s u n d e r a n y e m p l o y e e b e n e f i t p l a n o f t h e C o m p a n y , o r a n y c o m p a n y o w n e d , d i r e c t l y o r i n d i r e c t l y , b y t h e s h a r e h o l d e r s o f t h e C o m p a n y i n s u b s t a n t i a l l y t h e s a m e p r o p o r t i o n s a s t h e i r o w n e r s h i p o f C o m m o n S t o c k o f t h e C o m p a n y ) , b e c o m i n g t h e b e n e f i c i a l o w n e r ( a s d e f i n e d i n R u l e 1 3 d - 3 u n d e r t h e
E x c h a n g e A c t ) , d i r e c t l y o r i n d i r e c t l y , o f s e c u r i t i e s o f t h e C o m p a n y r e p r e s e n t i n g m o r e t h a n f i f t y p e r c e n t ( 5 0 % ) o f t h e c o m b i n e d v o t i n g p o w e r o f t h e C o m p a n y ’ s t h e n o u t s t a n d i n g s e c u r i t i e s , e x c l u d i n g a p e r s o n t h a t i s a n “ a f f i l i a t e ” ( a s s u c h t e r m i s u s e d i n t h e E x c h a n g e A c t ) o f t h e C o m p a n y o n t h e d a t e o f e f f e c t i v e n e s s o f t h i s P l a n , o r a n y a f f i l i a t e o f a n y s u c h p e r s o n ; ( B ) d u r i n g a n y p e r i o d o f t w e l v e ( 1 2 ) m o n t h s , t h e m a j o r i t y o f t h e B o a r d c o n s i s t s o f i n d i v i d u a l s o t h e r t h a n “ I n c u m b e n t D i r e c t o r s ” w h i c h t e r m m e a n s t h e m e m b e r s o f t h e B o a r d a t t h e b e g i n n i n g o f s u c h p e r i o d , a n d a n y n e w d i r e c t o r ( o t h e r t h a n a d i r e c t o r d e s i g n a t e d b y a p e r s o n w h o h a s e n t e r e d i n t o a n a g r e e m e n t w i t h t h e C o m p a n y t o e f f e c t a t r a n s a c t i o n d e s c r i b e d i n s u b s e c t i o n s ( A ) , ( C ) , o r ( D ) o r a d i r e c t o r w h o s e i n i t i a l a s s u m p t i o n o f o f f i c e o c c u r s a s a r e s u l t o f e i t h e r a n a c t u a l o r t h r e a t e n e d e l e c t i o n c o n t e s t o r o t h e r a c t u a l o r t h r e a t e n e d s o l i c i t a t i o n o f p r o x i e s o r c o n s e n t s b y o r o n b e h a l f o f a p e r s o n o t h e r t h a n t h e B o a r d ) w h o s e e l e c t i o n b y t h e B o a r d o r n o m i n a t i o n f o r
e l e c t i o n b y t h e C o m p a n y ’ s s h a r e h o l d e r s w a s a p p r o v e d b y a v o t e o f a m a j o r i t y o f t h e d i r e c t o r s w h o c o m p r i s e d t h e I n c u m b e n t D i r e c t o r s o r w h o s e e l e c t i o n o r n o m i n a t i o n f o r e l e c t i o n w a s p r e v i o u s l y s o a p p r o v e d ; ( C ) u p o n t h e c o n s u m m a t i o n o f a m e r g e r o r c o n s o l i d a t i o n o f t h e C o m p a n y w i t h a n y o t h e r c o r p o r a t i o n , o t h e r t h a n a m e r g e r o r c o n s o l i d a t i o n w h i c h w o u l d r e s u l t i n t h e v o t i n g s e c u r i t i e s o f t h e C o m p a n y o u t s t a n d i n g i m m e d i a t e l y p r i o r t h e r e t o c o n t i n u i n g t o r e p r e s e n t ( e i t h e r b y r e m a i n i n g o u t s t a n d i n g o r b y b e i n g c o n v e r t e d i n t o v o t i n g s e c u r i t i e s o f t h e s u r v i v i n g e n t i t y ) f i f t y p e r c e n t ( 5 0 % ) o r m o r e o f t h e c o m b i n e d v o t i n g p o w e r o f t h e v o t i n g s e c u r i t i e s o f t h e C o m p a n y o r s u c h s u r v i v i n g e n t i t y o u t s t a n d i n g i m m e d i a t e l y a f t e r s u c h m e r g e r o r c o n s o l i d a t i o n ; p r o v i d e d , h o w e v e r , t h a t a m e r g e r o r c o n s o l i d a t i o n e f f e c t e d t o i m p l e m e n t a r e c a p i t a l i z a t i o n o f t h e C o m p a n y ( o r s i m i l a r t r a n s a c t i o n ) i n w h i c h n o p e r s o n ( o t h e r t h a n t h o s e c o v e r e d b y t h e e x c e p t i o n s i n ( A ) a b o v e ) a c q u i r e s m o r e t h a n f i f t y p e r c e n t ( 5 0 % ) o f t h e c o m b i n e d v o t i n g p o w e r o f
t h e C o m p a n y ’ s t h e n o u t s t a n d i n g s e c u r i t i e s s h a l l n o t c o n s t i t u t e a C h a n g e i n C o n t r o l o f t h e C o m p a n y ; ( D ) u p o n a p p r o v a l b y t h e s h a r e h o l d e r s o f t h e C o m p a n y , t h e C o m p a n y a d o p t s a n y p l a n o f l i q u i d a t i o n p r o v i d i n g f o r t h e d i s t r i b u t i o n o f a l l o r s u b s t a n t i a l l y a l l i t s a s s e t s ; o r ( E ) u p o n t h e c o n s u m m a t i o n o f a s a l e o r d i s p o s i t i o n b y t h e C o m p a n y o f a l l o r s u b s t a n t i a l l y a l l o f t h e C o m p a n y ’ s a s s e t s o t h e r t h a n t h e s a l e o r d i s p o s i t i o n o f a l l o r s u b s t a n t i a l l y a l l o f t h e a s s e t s o f t h e C o m p a n y t o a p e r s o n o r p e r s o n s w h o b e n e f i c i a l l y o w n , d i r e c t l y o r i n d i r e c t l y , a t l e a s t f i f t y p e r c e n t ( 5 0 % ) o r m o r e o f t h e c o m b i n e d v o t i n g p o w e r o f t h e t h e n o u t s t a n d i n g v o t i n g s e c u r i t i e s o f t h e C o m p a n y a t t h e t i m e o f t h e s a l e . F u r t h e r a n d f o r t h e a v o i d a n c e o f d o u b t , a t r a n s a c t i o n w i l l n o t c o n s t i t u t e a C h a n g e i n C o n t r o l i f : ( 1 ) i t s s o l e p u r p o s e i s t o c h a n g e t h e s t a t e o f t h e C o m p a n y ’ s i n c o r p o r a t i o n , o r ( 2 ) i t s s o l e p u r p o s e i s t o c r e a t e a h o l d i n g c o m p a n y t h a t w i l l b e o w n e d i n s u b s t a n t i a l l y t h e s a m e p r o p o r t i o n s b y t h e p e r s o n s w h o h e l d t h e C o m p a n y ’ s s e c u r i t i e s
i m m e d i a t e l y b e f o r e s u c h t r a n s a c t i o n . T h e C o m m i t t e e s h a l l h a v e t h e s o l e d i s c r e t i o n t o d e t e r m i n e i f a C h a n g e i n C o n t r o l h a s o c c u r r e d f o r p u r p o s e s o f t h e P l a n . ( v i i i ) “ C h a n g e i n C o n t r o l P e r i o d ” m e a n s t h e p e r i o d b e g i n n i n g t h r e e ( 3 ) m o n t h s p r i o r t o t h e c o n s u m m a t i o n o f t h e f i r s t i n s t a n c e o f a C h a n g e i n C o n t r o l a n d
e n d i n g o n t h e d a t e t h a t i s t w e n t y - f o u r ( 2 4 ) m o n t h s a f t e r t h e c o n s u m m a t i o n o f t h e f i r s t i n s t a n c e o f a C h a n g e i n C o n t r o l . ( i x ) “ C o d e ” m e a n s t h e I n t e r n a l R e v e n u e C o d e o f 1 9 8 6 , a s a m e n d e d . ( x ) “ C o m m i t t e e ” m e a n s t h e C o m p e n s a t i o n C o m m i t t e e o f t h e B o a r d , o r , i f n o C o m p e n s a t i o n C o m m i t t e e e x i s t s , t h e B o a r d . ( x i ) “ C o m p a n y G r o u p ” m e a n s t h e C o m p a n y , i t s s u b s i d i a r i e s a n d a f f i l i a t e s , c o l l e c t i v e l y . ( x i i ) “ E m p l o y e r ” m e a n s t h e C o m p a n y a n d e a c h e l i g i b l e e n t i t y d e s i g n a t e d a s a n E m p l o y e r i n a c c o r d a n c e w i t h t h e p r o v i s i o n s o f S e c t i o n 5 ( d ) o f t h e P l a n . ( x i i i ) “ E R I S A ” m e a n s t h e E m p l o y e e R e t i r e m e n t I n c o m e S e c u r i t y A c t o f 1 9 7 4 , a s a m e n d e d . ( x i v ) “ E x c h a n g e A c t ” m e a n s t h e S e c u r i t i e s E x c h a n g e A c t o f 1 9 3 4 , a s a m e n d e d . ( x v ) “ E x e c u t i v e ” m e a n s a n y i n d i v i d u a l w h o , o n o r i m m e d i a t e l y p r i o r t o a C h a n g e i n C o n t r o l o r a t t h e t i m e o f h i s o r h e r I n v o l u n t a r y T e r m i n a t i o n , i f e a r l i e r , h a s b e e n d e s i g n a t e d b y t h e C o m m i t t e e a s a T i e r I E x e c u t i v e , T i e r I I E x e c u t i v e o r T i e r I I I E x e c u t i v e . T h e C o m m i t t e e w i l l r e v i e w a n d d e s i g n a t e t h e T i e r I E x e c u t i v e s ,
T i e r I I E x e c u t i v e s a n d T i e r I I I E x e c u t i v e s o n a n a n n u a l b a s i s . ( x v i ) “ G o o d R e a s o n ” m e a n s , w i t h r e s p e c t t o a n E x e c u t i v e ’ s T e r m i n a t i o n o f E m p l o y m e n t , t h e f o l l o w i n g , w i t h o u t t h e E x e c u t i v e ’ s c o n s e n t : ( a ) i n t h e c a s e w h e r e t h e r e i s a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , o r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e E x e c u t i v e t h a t d e f i n e s “ g o o d r e a s o n ” ( o r w o r d s o r a c o n c e p t o f l i k e i m p o r t ) , “ g o o d r e a s o n ” a s d e f i n e d u n d e r s u c h a g r e e m e n t ; o r ( b ) i n t h e c a s e w h e r e t h e r e i s n o e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , o r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e E x e c u t i v e ( o r w h e r e t h e r e i s s u c h a n a g r e e m e n t b u t i t d o e s n o t d e f i n e “ g o o d r e a s o n ” ( o r w o r d s o r a c o n c e p t o f l i k e i m p o r t ) ) : ( A ) a r e d u c t i o n o f t h e E x e c u t i v e ’ s b a s e s a l a r y , o t h e r t h a n a r e d u c t i o n o f l e s s t h a n t e n p e r c e n t i n c o n n e c t i o n w i t h a c o m p a r a b l e d e c r e a s e a p p l i c a b l e t o a l l s i m i l a r l y s i t u a t e d e x e c u t i v e s o f t h e C o m p a n y ; ( B ) t h e C o m p a n y ’ s r e l o c a t i o n o f t h e E x e c u t i v e ’ s p l a c e o f e m p l o y m e n t b y
m o r e t h a n t h i r t y - f i v e m i l e s t o a l o c a t i o n n o t c l o s e r t o t h e E x e c u t i v e ’ s r e s i d e n c e ; o r ( C ) a m a t e r i a l d i m i n u t i o n i n t h e e x e c u t i v e ’ s d u t i e s , a u t h o r i t y o r r e s p o n s i b i l i t i e s ; p r o v i d e d , i n e a c h c a s e , t h a t a r e s i g n a t i o n w i l l b e w i t h “ G o o d R e a s o n ” o n l y i f t h e E x e c u t i v e p r o v i d e s t h e C o m p a n y w i t h w r i t t e n n o t i c e d e t a i l i n g t h e s p e c i f i c c i r c u m s t a n c e s a l l e g e d t o c o n s t i t u t e “ G o o d R e a s o n ” w i t h i n s i x t y ( 6 0 ) c a l e n d a r d a y s a f t e r t h e o c c u r r e n c e o f s u c h c i r c u m s t a n c e s , t h e C o m p a n y f a i l s t o c u r e s u c h c i r c u m s t a n c e s i n a l l m a t e r i a l r e s p e c t s w i t h i n t h i r t y ( 3 0 ) d a y s o f r e c e i p t o f n o t i c e ,
a n d t h e a p p l i c a b l e e x e c u t i v e a c t u a l l y r e s i g n s w i t h i n o n e h u n d r e d a n d t w e n t y ( 1 2 0 ) d a y s f o l l o w i n g t h e f i r s t o c c u r r e n c e o f a n y g r o u n d s f o r “ G o o d R e a s o n . ” ( x v i i ) “ H e a l t h B e n e f i t C o v e r a g e s ” m e a n s c o v e r a g e u n d e r e a c h g r o u p h e a l t h p l a n s p o n s o r e d o r c o n t r i b u t e d t o b y t h e E m p l o y e r ( o r f o l l o w i n g t h e C h a n g e i n C o n t r o l , b y a n y a f f i l i a t e o f t h e E m p l o y e r t h a t e m p l o y s t h e E x e c u t i v e ) f o r i t s s i m i l a r l y s i t u a t e d a c t i v e e m p l o y e e s . ( x v i i i ) “ I n v o l u n t a r y T e r m i n a t i o n ” m e a n s d u r i n g t h e C h a n g e i n C o n t r o l P e r i o d ( i ) a t e r m i n a t i o n o f t h e E x e c u t i v e ’ s e m p l o y m e n t b y t h e E m p l o y e r w i t h o u t C a u s e o r ( i i ) a t e r m i n a t i o n o f t h e E x e c u t i v e ’ s e m p l o y m e n t b y t h e E x e c u t i v e f o r G o o d R e a s o n . ( x i x ) “ P a r e n t ” m e a n s a n y p a r e n t c o r p o r a t i o n o f t h e C o m p a n y w i t h i n t h e m e a n i n g o f C o d e S e c t i o n 4 2 4 ( e ) . ( x x ) “ P a r t i c i p a t i o n S c h e d u l e ” m e a n s t h e s c h e d u l e e v i d e n c i n g t h e E x e c u t i v e ’ s p a r t i c i p a t i o n i n t h e P l a n , a t t a c h e d h e r e t o a s E x h i b i t A . ( x x i ) “ R e l e a s e ” m e a n s a g e n e r a l r e l e a s e i n t h e f o r m p r o v i d e d b y t h e C o m p a n y f r o m t h e E x e c u t i v e t h a t r e l e a s e s t h e C o m p a n y a n d i t s A f f i l i a t e s
( i n c l u d i n g a l l m e m b e r s o f t h e C o m p a n y G r o u p ) a n d i n t e r e s t e d p a r t i e s f r o m a c t u a l o r c o n t i n g e n t c l a i m s . ( x x i i ) “ S u b s i d i a r y ” m e a n s a n y s u b s i d i a r y c o r p o r a t i o n o f t h e C o m p a n y w i t h i n t h e m e a n i n g o f C o d e S e c t i o n 4 2 4 ( f ) . ( x x i i i ) “ T a r g e t B o n u s ” m e a n s t h e g r e a t e r o f ( A ) t h e E x e c u t i v e ’ s t a r g e t B o n u s i n e f f e c t i m m e d i a t e l y p r i o r t o t h e C h a n g e i n C o n t r o l o r ( B ) t h e E x e c u t i v e ’ s t a r g e t B o n u s i n e f f e c t a t t h e t i m e o f h i s o r h e r T e r m i n a t i o n o f E m p l o y m e n t ; p r o v i d e d , h o w e v e r , t h a t f o r p u r p o s e s o f t h i s P l a n , “ T a r g e t B o n u s ” s h a l l n o t i n c l u d e a n y s p e c i a l b o n u s e s , r e t e n t i o n a w a r d s , s i g n - o n b o n u s e s o r o t h e r s i m i l a r b o n u s p a y m e n t s . ( x x i v ) “ T e r m i n a t i o n o f E m p l o y m e n t ” m e a n s ( a ) a t e r m i n a t i o n o f e m p l o y m e n t ( n o t i n c l u d i n g a m i l i t a r y o r p e r s o n a l l e a v e o f a b s e n c e g r a n t e d b y t h e C o m p a n y , e x c e p t a s o t h e r w i s e d e t e r m i n e d b y t h e C o m m i t t e e ) o f a n E x e c u t i v e f r o m t h e C o m p a n y a n d i t s A f f i l i a t e s , o r ( b ) w h e n a n e n t i t y e m p l o y i n g a n E x e c u t i v e c e a s e s t o b e a n A f f i l i a t e , u n l e s s t h e E x e c u t i v e o t h e r w i s e i s , o r t h e r e u p o n b e c o m e s , e m p l o y e d b y t h e C o m p a n y
o r a n o t h e r A f f i l i a t e a t t h e t i m e t h e e n t i t y c e a s e s t o b e a n A f f i l i a t e . ( x x v ) “ T i e r I E x e c u t i v e ” m e a n s a n i n d i v i d u a l w h o i s , a t t h e r e l e v a n t t i m e , t h e C E O o f t h e C o m p a n y o r i s o t h e r w i s e d e s i g n a t e d a s a T i e r I E x e c u t i v e b y t h e C o m m i t t e e .
( x x v i ) “ T i e r I I E x e c u t i v e ” m e a n s a n i n d i v i d u a l w h o i s , a t t h e r e l e v a n t t i m e , a s e n i o r e x e c u t i v e o f t h e C o m p a n y w h o i s d e s i g n a t e d a s a T i e r I I E x e c u t i v e b y t h e C o m m i t t e e . ( x x v i i ) “ T i e r I I I E x e c u t i v e ” m e a n s a n i n d i v i d u a l w h o i s d e s i g n a t e d a s a T i e r I I I E x e c u t i v e b y t h e C o m m i t t e e . ( b ) N u m b e r a n d G e n d e r . W h e r e v e r a p p r o p r i a t e h e r e i n , w o r d s u s e d i n t h e s i n g u l a r s h a l l b e c o n s i d e r e d t o i n c l u d e t h e p l u r a l a n d t h e p l u r a l t o i n c l u d e t h e s i n g u l a r . T h e m a s c u l i n e g e n d e r , w h e r e a p p e a r i n g i n t h e P l a n , s h a l l b e d e e m e d t o i n c l u d e t h e f e m i n i n e g e n d e r . ( c ) H e a d i n g s . T h e h e a d i n g s o f S e c t i o n s h e r e i n a r e i n c l u d e d s o l e l y f o r c o n v e n i e n c e a n d i f t h e r e i s a n y c o n f l i c t b e t w e e n s u c h h e a d i n g s a n d t h e t e x t o f t h e P l a n , t h e t e x t w i l l c o n t r o l . S e c t i o n 3 . C h a n g e i n C o n t r o l S e v e r a n c e B e n e f i t s . ( a ) S e v e r a n c e P a y m e n t s a n d B e n e f i t s . S u b j e c t t o t h e p r o v i s i o n s o f S e c t i o n s 3 ( b ) , 3 ( d ) , 3 ( e ) , 5 ( e ) , 5 ( f ) a n d 5 ( o ) h e r e o f , i f a n E x e c u t i v e i n c u r s a n I n v o l u n t a r y T e r m i n a t i o n , t h e n o n t h e d a t e u p o n w h i c h h i s o r h e r R e l e a s e b e c o m e s i r r e v o c a b l e ( w h i c h m u s t w i t h i n t h e
a p p l i c a b l e t i m e p e r i o d n o t e d i n S e c t i o n 3 ( b ) ) , t h e E x e c u t i v e s h a l l b e e l i g i b l e t o r e c e i v e t h e f o l l o w i n g s e v e r a n c e b e n e f i t s : ( i ) C a s h S e v e r a n c e P a y . T h e C o m p a n y s h a l l p a y E x e c u t i v e c a s h s e v e r a n c e e q u a l t o ( A ) i n t h e c a s e o f a T i e r I E x e c u t i v e , 2 . 0 t i m e s t h e s u m o f t h e T i e r I E x e c u t i v e ’ s A n n u a l P a y a n d T a r g e t B o n u s ; ( B ) i n t h e c a s e o f a T i e r I I E x e c u t i v e , 1 . 5 t i m e s t h e s u m o f t h e T i e r I I E x e c u t i v e ’ s A n n u a l P a y a n d T a r g e t B o n u s ; a n d ( C ) i n t h e c a s e o f a T i e r I I I E x e c u t i v e , 0 . 5 t i m e s t h e s u m o f t h e T i e r I I I E x e c u t i v e ’ s A n n u a l P a y a n d T a r g e t B o n u s ( t h e “ C a s h S e v e r a n c e P a y m e n t ” ) p a y a b l e i n a l u m p s u m , s u b j e c t t o t h e r e q u i r e m e n t s o f S e c t i o n 5 ( n ) b e l o w . T h e C a s h S e v e r a n c e P a y m e n t s h a l l b e p a i d o n t h e s i x t i e t h ( 6 0 t h ) d a y f o l l o w i n g t h e I n v o l u n t a r y T e r m i n a t i o n . ( i i ) P r o R a t a B o n u s . T h e C o m p a n y s h a l l p a y E x e c u t i v e a p r o r a t a s h a r e o f t h e E x e c u t i v e ’ s B o n u s f o r t h e p e r f o r m a n c e p e r i o d i n w h i c h t h e t e r m i n a t i o n d a t e o c c u r s , a t t h e t a r g e t l e v e l o f p e r f o r m a n c e a n d p a i d a t s u c h t i m e a s o t h e r e x e c u t i v e s r e c e i v e t h e i r B o n u s e s , i n a c c o r d a n c e
w i t h t h e t e r m s o f t h e a p p l i c a b l e B o n u s p l a n . F o r t h e a v o i d a n c e o f d o u b t , a n y B o n u s p a y m e n t h e r e u n d e r s h a l l b e i n l i e u o f , a n d n o t i n a d d i t i o n t o , a n y B o n u s p a y m e n t p u r s u a n t t o t h e a p p l i c a b l e B o n u s p l a n . ( i i i ) E q u i t y a n d L o n g - T e r m I n c e n t i v e s . A n y e q u i t y o r l o n g - t e r m c o m p e n s a t i o n g r a n t o r a w a r d o u t s t a n d i n g t o t h e E x e c u t i v e s h a l l b e t r e a t e d a s s p e c i f i e d b y t h e t e r m s o f t h e a p p l i c a b l e e q u i t y o r l o n g - t e r m i n c e n t i v e c o m p e n s a t i o n p l a n u n d e r w h i c h t h e g r a n t o r a w a r d w a s m a d e a n d t h e a p p l i c a b l e a w a r d a g r e e m e n t . ( i v ) H e a l t h B e n e f i t C o v e r a g e s . E x e c u t i v e s h a l l b e e n t i t l e d t o t h e c o n t i n u a t i o n o f h i s o r h e r H e a l t h B e n e f i t C o v e r a g e s a n d , w h e r e a p p l i c a b l e , h i s o r
h e r e l i g i b l e d e p e n d e n t s ( i ) i n t h e c a s e o f a T i e r I E x e c u t i v e , f o r a p e r i o d o f u p t o t w e n t y - f o u r ( 2 4 ) m o n t h s f o l l o w i n g t h e d a t e o f I n v o l u n t a r y T e r m i n a t i o n ; ( i i ) i n t h e c a s e o f a T i e r I I E x e c u t i v e , f o r a p e r i o d o f u p t o e i g h t e e n ( 1 8 ) m o n t h s f o l l o w i n g t h e d a t e o f I n v o l u n t a r y T e r m i n a t i o n ; a n d ( i i i ) i n t h e c a s e o f a T i e r I I I E x e c u t i v e , f o r a p e r i o d o f u p t o s i x ( 6 ) m o n t h s f o l l o w i n g t h e d a t e o f I n v o l u n t a r y T e r m i n a t i o n , a n d i n e a c h o f c a s e s ( i ) t h r o u g h ( i i i ) , a t a c o s t t o t h e E x e c u t i v e t h a t i s e q u a l t o t h e c o s t f o r a n a c t i v e e m p l o y e e f o r s i m i l a r c o v e r a g e . T h e E x e c u t i v e m a y c h o o s e t o c o n t i n u e s o m e o r a l l o f s u c h H e a l t h B e n e f i t C o v e r a g e s . I f a t a n y t i m e o n o r a f t e r a n E x e c u t i v e ’ s I n v o l u n t a r y T e r m i n a t i o n , a n y h e a l t h b e n e f i t p l a n i n w h i c h h e o r s h e h a s e l e c t e d t o c o n t i n u e h i s o r h e r c o v e r a g e e i t h e r i s t e r m i n a t e d o r c e a s e s t o p r o v i d e c o v e r a g e t o t h e E x e c u t i v e ’ s c o v e r e d b e n e f i c i a r i e s f o r a n y r e a s o n , i n c l u d i n g , w i t h o u t l i m i t a t i o n , b y i t s t e r m s o r t h e t e r m s o f a n i n s u r a n c e c o n t r a c t p r o v i d i n g t h e b e n e f i t s o f s u c h p l a n o r , w i t h r e s p e c t t o
a g r o u p h e a l t h p l a n , s u c h p l a n n o l o n g e r b e i n g s u b j e c t t o t h e C o n s o l i d a t e d O m n i b u s R e c o n c i l i a t i o n A c t o f 1 9 8 5 ( “ C O B R A ” ) , t h e n H e a l t h B e n e f i t C o v e r a g e s s h a l l m e a n a n e c o n o m i c a l l y e q u i v a l e n t c a s h p a y m e n t f o r c o v e r a g e e q u i v a l e n t t o t h e c o v e r a g e t h a t i s p r o v i d e d ( o r i f t h e p l a n h a s b e e n t e r m i n a t e d , t h a t w o u l d h a v e b e e n p r o v i d e d b u t f o r s u c h t e r m i n a t i o n ) f o r s i m i l a r l y s i t u a t e d a c t i v e e m p l o y e e s . W i t h r e s p e c t t o t h e o b l i g a t i o n o f t h e C o m p a n y t o p r o v i d e c o n t i n u e d h e a l t h p l a n c o v e r a g e h e r e u n d e r , t h e C o m p a n y s h a l l t a k e a l l a c t i o n s n e c e s s a r y s u c h t h a t t h e c o v e r a g e i s p r o v i d e d i n a m a n n e r t h a t s a t i s f i e s t h e r e q u i r e m e n t s o f S e c t i o n s 1 0 5 a n d 1 0 6 o f t h e C o d e s u c h t h a t t h e h e a l t h b e n e f i t s r e c e i v e d a r e n o t i n c l u d i b l e i n t h e i n d i v i d u a l ’ s t a x a b l e i n c o m e . T h e s u b s i d i z e d C O B R A H e a l t h B e n e f i t C o v e r a g e ( s ) p r o v i d e d h e r e u n d e r s h a l l i m m e d i a t e l y e n d u p o n t h e E x e c u t i v e ’ s o b t a i n m e n t o f n e w e m p l o y m e n t a n d e l i g i b i l i t y f o r h e a l t h b e n e f i t p l a n c o v e r a g e ( s ) s i m i l a r t o t h a t b e i n g c o n t i n u e d ( w i t h t h e E x e c u t i v e b e i n g o b l i g a t e d h e r e u n d e r t o p r o m p t l y r e p o r t
s u c h e l i g i b i l i t y t o t h e E m p l o y e r ) . ( v ) O u t p l a c e m e n t . S u b j e c t t o t h e r e q u i r e m e n t s o f S e c t i o n 5 ( n ) , a n d a t t h e s o l e d i s c r e t i o n o f t h e C o m m i t t e e , w i t h i n s i x t y ( 6 0 ) d a y s f o l l o w i n g t h e d a t e o f t h e E x e c u t i v e ’ s I n v o l u n t a r y T e r m i n a t i o n , t h e E m p l o y e r m a y m a k e a v a i l a b l e a t w e l v e ( 1 2 ) m o n t h e x e c u t i v e o u t p l a c e m e n t s e r v i c e s p a c k a g e f o r t h e E x e c u t i v e f r o m a p r o v i d e r g e n e r a l l y u s e d b y t h e E m p l o y e r f o r s u c h p u r p o s e s . ( v i ) A c c r u e d O b l i g a t i o n s . W i t h o u t r e g a r d t o t h e R e l e a s e r e q u i r e m e n t , a l u m p s u m a m o u n t , w i t h i n t h i r t y ( 3 0 ) d a y s o f s u c h t e r m i n a t i o n , e q u a l t o ( A ) t h e e a r n e d , b u t u n p a i d , p o r t i o n o f t h e E x e c u t i v e ’ s A n n u a l P a y a s o f t h e d a t e o f h i s o r h e r I n v o l u n t a r y T e r m i n a t i o n , ( B ) E x e c u t i v e ’ s e a r n e d , b u t u n p a i d , B o n u s , i f a n y , f o r t h e y e a r p r i o r t o t h e d a t e o f E x e c u t i v e ’ s I n v o l u n t a r y T e r m i n a t i o n a n d ( C ) r e i m b u r s e m e n t o f a n y b u s i n e s s e x p e n s e s i n c u r r e d b y E x e c u t i v e t h r o u g h t h e d a t e o f E x e c u t i v e ’ s I n v o l u n t a r y T e r m i n a t i o n i n a c c o r d a n c e w i t h t h e n c u r r e n t C o m p a n y p o l i c y . ( b ) R e l e a s e a n d F u l l S e t t l e m e n t . N o t w i t h s t a n d i n g a n y t h i n g t o t h e
c o n t r a r y h e r e i n , a s a c o n d i t i o n t o t h e r e c e i p t o f a n y s e v e r a n c e p a y m e n t s o r b e n e f i t s u n d e r S e c t i o n 3 ( a ) ( i ) t h r o u g h ( v ) a b o v e , a n E x e c u t i v e w h o s e e m p l o y m e n t h a s b e e n s u b j e c t t o a n I n v o l u n t a r y T e r m i n a t i o n m u s t , w i t h i n f o r t y - f i v e ( 4 5 ) d a y s o f h i s o r h e r I n v o l u n t a r y T e r m i n a t i o n , e x e c u t e , d e l i v e r a n d n o t r e v o k e
a R e l e a s e . T h e p e r f o r m a n c e o f t h e E m p l o y e r ’ s o b l i g a t i o n s h e r e u n d e r a n d t h e r e c e i p t o f a n y b e n e f i t s p r o v i d e d h e r e u n d e r b y s u c h E x e c u t i v e s h a l l c o n s t i t u t e f u l l s e t t l e m e n t o f a l l s u c h c l a i m s a n d c a u s e s o f a c t i o n . ( c ) N o M i t i g a t i o n . A n E x e c u t i v e s h a l l n o t b e r e q u i r e d t o m i t i g a t e t h e a m o u n t o f a n y p a y m e n t o r b e n e f i t p r o v i d e d f o r i n t h i s S e c t i o n 3 b y s e e k i n g o t h e r e m p l o y m e n t o r o t h e r w i s e , n o r s h a l l t h e a m o u n t o f a n y p a y m e n t o r b e n e f i t p r o v i d e d f o r i n t h i s S e c t i o n 3 b e r e d u c e d b y a n y c o m p e n s a t i o n o r b e n e f i t e a r n e d b y t h e E x e c u t i v e a s t h e r e s u l t o f e m p l o y m e n t b y a n o t h e r e m p l o y e r o r b y r e t i r e m e n t b e n e f i t s , e x c e p t a s p r o v i d e d i n S e c t i o n 3 ( a ) ( i v ) w i t h r e s p e c t t o H e a l t h B e n e f i t C o v e r a g e a n d i n S e c t i o n 3 ( d ) w i t h r e s p e c t t o t h e c o o r d i n a t i o n o f s e v e r a n c e b e n e f i t s h e r e u n d e r w i t h o t h e r a g r e e m e n t s p r o v i d i n g s e v e r a n c e b e n e f i t s . ( d ) R e p l a c e m e n t o f O t h e r A r r a n g e m e n t s . A n y E x e c u t i v e w h o i s a p a r t y t o a n i n d i v i d u a l e m p l o y m e n t o r s e v e r a n c e a g r e e m e n t o r c o v e r e d b y a n o t h e r s i m i l a r c h a n g e i n c o n t r o l o r s e v e r a n c e p l a n ( “ O t h e r P l a n ” ) o f t h e
E m p l o y e r a n d w h o b e c o m e s e l i g i b l e f o r s e v e r a n c e p a y m e n t s a n d b e n e f i t s a s p r o v i d e d i n S e c t i o n 3 ( a ) o f t h i s P l a n , s h a l l r e c e i v e s u c h s e v e r a n c e p a y m e n t s a n d b e n e f i t s a s p r o v i d e d u n d e r S e c t i o n 3 ( a ) o f t h i s P l a n , a n d s u c h p a y m e n t s a n d b e n e f i t s r e c e i v e d u n d e r t h i s P l a n s h a l l r e p l a c e i n f u l l a n d s u p e r s e d e a n y p a y m e n t s o r b e n e f i t s p a y a b l e t o s u c h E x e c u t i v e u n d e r a n y s u c h O t h e r P l a n . F o r t h e a v o i d a n c e o f d o u b t , t h e p a y m e n t s a n d b e n e f i t s u n d e r t h i s P l a n d o n o t s u p e r s e d e , e n l a r g e o r d i m i n i s h a n y s e v e r a n c e o r t e r m i n a t i o n p a y m e n t s o r b e n e f i t s p a y a b l e t o s u c h E x e c u t i v e p u r s u a n t t o a n O t h e r P l a n t o t h e e x t e n t a p p l i c a b l e t o a t e r m i n a t i o n o f e m p l o y m e n t t h a t d o e s n o t o c c u r w i t h i n t h e C h a n g e i n C o n t r o l P e r i o d . A n y n o t i c e o r p a y i n l i e u o f n o t i c e , s e v e r a n c e b e n e f i t s o r o t h e r b e n e f i t s t h a t a r e r e q u i r e d b y a n y f e d e r a l , s t a t e o r l o c a l l a w r e l a t i n g t o s e v e r a n c e , p l a n t c l o s u r e s , t e r m i n a t i o n s , r e d u c t i o n s - i n - f o r c e , o r p l a n t r e l o c a t i o n s w i l l r e d u c e t h e C a s h S e v e r a n c e P a y m e n t . ( e ) P a r a c h u t e T a x e s . N o t w i t h s t a n d i n g a n y t h i n g t o t h e c o n t r a r y h e r e i n , i n t h e
e v e n t a n y p a y m e n t , d i s t r i b u t i o n o r p r o v i s i o n o f a b e n e f i t t o a n E x e c u t i v e p u r s u a n t t o t h e t e r m s o f t h e P l a n , w h e n a g g r e g a t e d w i t h a n y o t h e r p a y m e n t , d i s t r i b u t i o n o r p r o v i s i o n o f a b e n e f i t t o o r o n b e h a l f o f s u c h E x e c u t i v e o u t s i d e o f t h e P l a n , w o u l d b e s u b j e c t t o t h e e x c i s e t a x i m p o s e d b y S e c t i o n 4 9 9 9 o f t h e C o d e , o r a n y i n t e r e s t o r p e n a l t i e s w i t h r e s p e c t t o s u c h e x c i s e t a x ( s u c h e x c i s e t a x , t o g e t h e r w i t h a n y s u c h i n t e r e s t o r p e n a l t i e s , a r e h e r e i n a f t e r c o l l e c t i v e l y r e f e r r e d t o a s t h e “ E x c i s e T a x ” ) a s d e t e r m i n e d b y t h e C o m p a n y , t h e C o m p a n y s h a l l r e d u c e t h e p a y m e n t s a n d / o r b e n e f i t s ( b y r e d u c i n g t h e t o t a l p a y m e n t s p a y a b l e , i f a p p l i c a b l e , ( i n c l u d i n g r e d u c i n g a p a y m e n t t o z e r o ) ) t o s u c h E x e c u t i v e i n w h o l e o r i n p a r t s o t h a t n o p a r t o f t h e p a y m e n t s o r b e n e f i t s r e c e i v e d u n d e r t h e P l a n b y s u c h E x e c u t i v e w i l l b e s u b j e c t t o t h e E x c i s e T a x ; p r o v i d e d , h o w e v e r , t h a t s u c h r e d u c t i o n ( s ) s h a l l b e m a d e o n l y i f b y r e a s o n o f s u c h r e d u c t i o n ( s ) t h e E x e c u t i v e ’ s n e t a f t e r - t a x b e n e f i t ( a s d e t e r m i n e d i n g o o d f a i t h b y t h e C o m p a n y ) , a f t e r a l l s u c h
r e d u c t i o n ( s ) , w i l l e x c e e d t h e E x e c u t i v e ’ s n e t a f t e r - t a x b e n e f i t i f s u c h r e d u c t i o n ( s ) w e r e n o t m a d e . S u c h c a l c u l a t i o n s s h a l l b e m a d e b y a n a t i o n a l l y r e c o g n i z e d a c c o u n t i n g f i r m s e l e c t e d b y t h e C o m p a n y ( t h e “ A c c o u n t i n g F i r m ” ) a n d s h a l l b e b i n d i n g o n t h e E x e c u t i v e . I n t h e e v e n t t h a t t h e p a y m e n t s a n d / o r b e n e f i t s a r e t o b e r e d u c e d p u r s u a n t t o t h i s S e c t i o n 3 ( e ) , s u c h p a y m e n t s a n d b e n e f i t s s h a l l b e r e d u c e d s u c h t h a t t h e r e d u c t i o n o f c a s h c o m p e n s a t i o n t o b e p r o v i d e d t o t h e E x e c u t i v e a s a r e s u l t o f t h i s S e c t i o n 3 ( e ) i s m i n i m i z e d . I n a p p l y i n g t h i s p r i n c i p l e , t h e r e d u c t i o n s h a l l b e m a d e i n a m a n n e r c o n s i s t e n t w i t h t h e r e q u i r e m e n t s o f S e c t i o n 4 0 9 A o f t h e C o d e a n d w h e r e t w o e c o n o m i c a l l y e q u i v a l e n t a m o u n t s a r e s u b j e c t t o r e d u c t i o n b u t p a y a b l e a t d i f f e r e n t t i m e s , s u c h a m o u n t s s h a l l b e r e d u c e d o n a p r o r a t a b a s i s b u t n o t b e l o w z e r o . F o r p u r p o s e s o f m a k i n g t h e c a l c u l a t i o n s r e q u i r e d
b y t h i s S e c t i o n , t h e A c c o u n t i n g F i r m m a y m a k e r e a s o n a b l e a s s u m p t i o n s a n d a p p r o x i m a t i o n s c o n c e r n i n g a p p l i c a b l e t a x e s a n d m a y r e l y o n r e a s o n a b l e , g o o d f a i t h i n t e r p r e t a t i o n s c o n c e r n i n g t h e a p p l i c a t i o n o f S e c t i o n s 2 8 0 G a n d 4 9 9 9 o f t h e C o d e . T h e A c c o u n t i n g F i r m s h a l l p r o v i d e d e t a i l e d s u p p o r t i n g c a l c u l a t i o n s b o t h t o t h e C o m p a n y a n d t h e a f f e c t e d E x e c u t i v e w i t h i n f i f t e e n ( 1 5 ) b u s i n e s s d a y s o f t h e r e c e i p t o f n o t i c e t h a t t h e r e h a s b e e n a p a r a c h u t e p a y m e n t , o r s u c h e a r l i e r t i m e a s i s r e q u e s t e d b y t h e C o m p a n y . N o t h i n g i n t h i s S e c t i o n 3 ( e ) s h a l l r e q u i r e t h e C o m p a n y t o b e r e s p o n s i b l e f o r , o r h a v e a n y l i a b i l i t y o r o b l i g a t i o n w i t h r e s p e c t t o , E x e c u t i v e ’ s t a x l i a b i l i t y , i n c l u d i n g i n r e s p e c t o f e x c i s e t a x l i a b i l i t i e s u n d e r S e c t i o n 4 9 9 9 o f t h e C o d e . ( f ) R e d u c t i o n s t o P a y m e n t s P u r s u a n t t o C o m p a n y P o l i c i e s . T h e m a x i m u m p a y m e n t s a n d b e n e f i t s d e s c r i b e d i n S e c t i o n 3 ( a ) ( i ) - ( v ) u n d e r t h e P l a n s h a l l b e r e d u c e d t o t h e e x t e n t n e c e s s a r y t o b e c o n s i s t e n t w i t h t h e C o m p a n y ’ s a p p l i c a b l e p o l i c i e s a s i n e f f e c t f r o m t i m e t o t i m e , s u c h t h a t n o s h a r e h o l d e r
r a t i f i c a t i o n o f s u c h p a y m e n t s a n d b e n e f i t s s h a l l b e r e q u i r e d . A n y r e d u c t i o n p u r s u a n t t o t h i s S e c t i o n 3 ( f ) s h a l l b e m a d e i n t h e s o l e d i s c r e t i o n o f t h e [ C o m m i t t e e ] , w i t h t h e i n t e n t i o n b u t n o t g u a r a n t e e t h a t a n y s u c h r e d u c t i o n w i l l b e m a d e i n a m a n n e r c o n s i s t e n t w i t h t h e r e q u i r e m e n t s o f S e c t i o n 4 0 9 A o f t h e C o d e a n d , w h e r e t w o e c o n o m i c a l l y e q u i v a l e n t a m o u n t s a r e s u b j e c t t o r e d u c t i o n b u t p a y a b l e a t d i f f e r e n t t i m e s , s u c h a m o u n t s s h a l l b e r e d u c e d o n a p r o r a t a b a s i s b u t n o t b e l o w z e r o . S e c t i o n 4 . A d m i n i s t r a t i o n o f P l a n . ( a ) C o m m i t t e e ’ s P o w e r s a n d D u t i e s . T h e C o m p a n y s h a l l b e t h e n a m e d f i d u c i a r y a n d s h a l l h a v e f u l l p o w e r t o a d m i n i s t e r t h e P l a n i n a l l o f i t s d e t a i l s , s u b j e c t t o a p p l i c a b l e r e q u i r e m e n t s o f l a w . T h e d u t i e s o f t h e C o m p a n y s h a l l b e p e r f o r m e d b y t h e C o m m i t t e e . I t s h a l l b e a p r i n c i p a l d u t y o f t h e C o m m i t t e e t o s e e t h a t t h e P l a n i s c a r r i e d o u t i n a c c o r d a n c e w i t h i t s t e r m s , f o r t h e e x c l u s i v e b e n e f i t o f p e r s o n s e n t i t l e d t o p a r t i c i p a t e i n t h e P l a n . F o r t h i s p u r p o s e , t h e C o m m i t t e e ’ s p o w e r s s h a l l i n c l u d e , b u t n o t b e
l i m i t e d t o , t h e f o l l o w i n g a u t h o r i t y , i n a d d i t i o n t o a l l o t h e r p o w e r s p r o v i d e d b y t h e P l a n : ( i ) t o m a k e a n d e n f o r c e s u c h r u l e s a n d r e g u l a t i o n s a s i t d e e m s n e c e s s a r y o r p r o p e r f o r t h e e f f i c i e n t a d m i n i s t r a t i o n o f t h e P l a n ; ( i i ) t o i n t e r p r e t t h e P l a n a n d a l l f a c t s w i t h r e s p e c t t o a c l a i m f o r p a y m e n t o r b e n e f i t s , i t s i n t e r p r e t a t i o n t h e r e o f t o b e f i n a l a n d c o n c l u s i v e o n a l l p e r s o n s c l a i m i n g p a y m e n t o r b e n e f i t s u n d e r t h e P l a n ; ( i i i ) t o d e c i d e a l l q u e s t i o n s c o n c e r n i n g t h e P l a n a n d t h e e l i g i b i l i t y o f a n y p e r s o n t o p a r t i c i p a t e i n t h e P l a n ; ( i v ) t o m a k e a d e t e r m i n a t i o n a s t o t h e r i g h t o f a n y p e r s o n t o a p a y m e n t o r b e n e f i t u n d e r t h e P l a n ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , t o d e t e r m i n e w h e t h e r a n d w h e n t h e r e h a s b e e n a t e r m i n a t i o n o f a n E x e c u t i v e ’ s e m p l o y m e n t a n d t h e c a u s e o f s u c h t e r m i n a t i o n a n d t h e a m o u n t o f s u c h p a y m e n t o r b e n e f i t ) ; ( v ) t o a p p o i n t s u c h a g e n t s , c o u n s e l , a c c o u n t a n t s , c o n s u l t a n t s , c l a i m s a d m i n i s t r a t o r a n d o t h e r p e r s o n s a s m a y b e r e q u i r e d t o a s s i s t i n a d m i n i s t e r i n g t h e P l a n ;
( v i ) t o a l l o c a t e a n d d e l e g a t e i t s r e s p o n s i b i l i t i e s u n d e r t h e P l a n a n d t o d e s i g n a t e o t h e r p e r s o n s t o c a r r y o u t a n y o f i t s r e s p o n s i b i l i t i e s u n d e r t h e P l a n , a n y s u c h a l l o c a t i o n , d e l e g a t i o n o r d e s i g n a t i o n t o b e i n w r i t i n g ; ( v i i ) t o s u e o r c a u s e s u i t t o b e b r o u g h t i n t h e n a m e o f t h e P l a n ; a n d ( v i i i ) t o o b t a i n f r o m t h e E m p l o y e r a n d f r o m E x e c u t i v e s s u c h i n f o r m a t i o n a s i s n e c e s s a r y f o r t h e p r o p e r a d m i n i s t r a t i o n o f t h e P l a n . ( b ) P a r t i c i p a t i o n . T h e C o m m i t t e e s h a l l d e s i g n a t e t h o s e k e y e m p l o y e e s o f t h e C o m p a n y e n t i t l e d t o p a r t i c i p a t e i n t h e P l a n . E a c h E x e c u t i v e e l i g i b l e t o p a r t i c i p a t e i n t h e P l a n s h a l l r e c e i v e a P a r t i c i p a t i o n S c h e d u l e i n s u b s t a n t i a l l y t h e f o r m a t t a c h e d a s E x h i b i t A h e r e t o . S u c h P a r t i c i p a t i o n S c h e d u l e s h a l l s p e c i f y w h e t h e r t h e E x e c u t i v e s h a l l b e d e s i g n a t e d a s a T i e r I E x e c u t i v e , a T i e r I I E x e c u t i v e o r a T i e r I I I E x e c u t i v e . N o t w i t h s t a n d i n g a n y t h i n g i n t h i s P l a n t o t h e c o n t r a r y , a s a c o n d i t i o n t o p a r t i c i p a t i o n , a n E x e c u t i v e m u s t e x e c u t e h i s o r h e r P a r t i c i p a t i o n S c h e d u l e e v i d e n c i n g t h e E x e c u t i v e ’ s a g r e e m e n t t o b e b o u n d b y a l l
t h e t e r m s o f t h e P l a n , i n c l u d i n g , w i t h o u t l i m i t a t i o n , t h e p r o v i s i o n s o f S e c t i o n 3 ( d ) a n d S e c t i o n 5 ( f ) h e r e o f . N o m e m b e r o f t h e C o m m i t t e e m a y a c t o r v o t e i n a d e c i s i o n o f t h e C o m m i t t e e s p e c i f i c a l l y r e l a t i n g t o h i m s e l f o r h e r s e l f a s a p a r t i c i p a n t i n t h e P l a n . ( c ) I n d e m n i f i c a t i o n . T h e E m p l o y e r s h a l l i n d e m n i f y a n d h o l d h a r m l e s s e a c h m e m b e r o f t h e C o m m i t t e e a g a i n s t a n y a n d a l l e x p e n s e s a n d l i a b i l i t i e s a r i s i n g o u t o f h i s o r h e r a d m i n i s t r a t i v e f u n c t i o n s o r f i d u c i a r y r e s p o n s i b i l i t i e s , i n c l u d i n g a n y e x p e n s e s a n d l i a b i l i t i e s t h a t a r e c a u s e d b y o r r e s u l t f r o m a n a c t o r o m i s s i o n c o n s t i t u t i n g t h e n e g l i g e n c e o f s u c h m e m b e r i n t h e p e r f o r m a n c e o f s u c h f u n c t i o n s o r r e s p o n s i b i l i t i e s , b u t e x c l u d i n g e x p e n s e s a n d l i a b i l i t i e s t h a t a r e c a u s e d b y o r r e s u l t f r o m s u c h m e m b e r ’ s o w n g r o s s n e g l i g e n c e o r w i l l f u l m i s c o n d u c t . E x p e n s e s a g a i n s t w h i c h s u c h m e m b e r s h a l l b e i n d e m n i f i e d h e r e u n d e r s h a l l i n c l u d e , w i t h o u t l i m i t a t i o n , t h e a m o u n t s o f a n y s e t t l e m e n t o r j u d g m e n t , c o s t s , c o u n s e l f e e s , a n d r e l a t e d c h a r g e s r e a s o n a b l y i n c u r r e d i n
c o n n e c t i o n w i t h a c l a i m a s s e r t e d o r a p r o c e e d i n g b r o u g h t o r s e t t l e m e n t t h e r e o f . ( d ) C l a i m s P r o c e d u r e . A n y E x e c u t i v e t h a t t h e C o m m i t t e e d e t e r m i n e s i s e n t i t l e d t o a b e n e f i t u n d e r t h e P l a n i s n o t r e q u i r e d t o f i l e a c l a i m f o r b e n e f i t s . A n y E x e c u t i v e w h o i s n o t p a i d a b e n e f i t a n d w h o b e l i e v e s t h a t h e o r s h e i s e n t i t l e d t o a b e n e f i t , o r w h o h a s b e e n p a i d a b e n e f i t a n d w h o b e l i e v e s t h a t h e o r s h e i s e n t i t l e d t o a g r e a t e r b e n e f i t , m a y f i l e a c l a i m f o r b e n e f i t s u n d e r t h e P l a n i n w r i t i n g w i t h t h e C o m m i t t e e . I n a n y c a s e i n w h i c h a c l a i m f o r P l a n b e n e f i t s b y a n E x e c u t i v e i s d e n i e d o r m o d i f i e d , t h e C o m m i t t e e s h a l l f u r n i s h n o t i c e t o t h e c l a i m a n t o f t h e s p e c i f i c r e a s o n o r r e a s o n s f o r t h e d e n i a l , a l o n g w i t h r e f e r e n c e t o t h e p e r t i n e n t p l a n p r o v i s i o n s o n w h i c h t h e d e n i a l i s b a s e d . T h e C o m m i t t e e w i l l a l s o i n d i c a t e w h a t a d d i t i o n a l m a t e r i a l o r i n f o r m a t i o n , i f a n y , i s r e q u i r e d t o p e r f e c t t h e c l a i m . T h e C o m m i t t e e ’ s n o t i c e s h a l l a l s o e x p l a i n t h e P l a n ’ s c l a i m r e v i e w p r o c e d u r e a s c o n t a i n e d h e r e i n a n d d e s c r i b e t h e E x e c u t i v e ’ s r i g h t t o b r i n g
a n a c t i o n u n d e r S e c t i o n 5 0 2 ( a ) o f E R I S A f o l l o w i n g a d e n i a l o r m o d i f i c a t i o n o n r e v i e w . T h e C o m m i t t e e w i l l g e n e r a l l y p r o v i d e n o t i c e o f a n y d e c i s i o n d e n y i n g t h e c l a i m w i t h i n n i n e t y ( 9 0 ) d a y s a f t e r t h e c l a i m i s f i l e d . I f s p e c i a l c i r c u m s t a n c e s r e q u i r e a n e x t e n s i o n o f t i m e t o a c t o n t h e c l a i m , a n o t h e r n i n e t y ( 9 0 ) d a y s w i l l b e a l l o w e d . I f s u c h e x t e n s i o n i s r e q u i r e d , t h e C o m m i t t e e w i l l n o t i f y t h e e m p l o y e e b e f o r e t h e e n d o f t h e i n i t i a l n i n e t y ( 9 0 ) d a y p e r i o d . I f t h e E x e c u t i v e d e s i r e s t o a p p e a l a c l a i m d e n i a l b e c a u s e t h e r e i s d i s a g r e e m e n t a b o u t t h e r e a s o n t h e c l a i m i s d e n i e d , t h e E x e c u t i v e m u s t n o t i f y t h e C o m m i t t e e i n w r i t i n g w i t h i n s i x t y ( 6 0 ) d a y s a f t e r t h e d a t e t h e c l a i m
d e n i a l w a s s e n t t o t h e E x e c u t i v e . A r e q u e s t f o r a r e v i e w o f t h e c l a i m a n d f o r e x a m i n a t i o n o f a n y p e r t i n e n t d o c u m e n t s m a y b e m a d e b y t h e E x e c u t i v e o r b y a n y o n e a u t h o r i z e d t o a c t o n t h e E x e c u t i v e ’ s b e h a l f . T h e E x e c u t i v e o r h i s o r h e r r e p r e s e n t a t i v e s h o u l d s u b m i t t h e r e a s o n s t h a t h e o r s h e b e l i e v e s t h e c l a i m s h o u l d n o t h a v e b e e n d e n i e d , a s w e l l a s a n y d a t a , q u e s t i o n s , o r a p p r o p r i a t e c o m m e n t s , i n w r i t i n g . T h e C o m m i t t e e w i l l n o t i f y t h e E x e c u t i v e o f t h e f i n a l d e c i s i o n w i t h i n s i x t y ( 6 0 ) d a y s a f t e r r e c e i p t o f a w r i t t e n r e q u e s t f o r r e v i e w u n l e s s s p e c i a l c i r c u m s t a n c e s r e q u i r e a n e x t e n s i o n o f t i m e f o r p r o c e s s i n g , i n w h i c h c a s e a f u r t h e r s i x t y ( 6 0 ) d a y s w i l l b e a l l o w e d . A n y c l a i m f o r b e n e f i t s , o r a p p e a l o f t h e d e n i a l o f a c l a i m f o r b e n e f i t s , s h a l l b e f i l e d w i t h : H u m a n R e s o u r c e s D e p a r t m e n t B e d B a t h & B e y o n d I n c . 6 5 0 L i b e r t y A v e n u e U n i o n , N J 0 7 0 8 3 W i t h a c o p y t o : G e n e r a l C o u n s e l B e d B a t h & B e y o n d I n c . 6 5 0 L i b e r t y A v e n u e U n i o n , N J 0 7 0 8 3 I f t h e C o m m i t t e e f a i l s t o f o l l o w t h e s e p r o c e d u r e s c o n s i s t e n t w i t h t h e r e q u i r e m e n t s o f E R I S A w i t h
r e s p e c t t o a n y c l a i m , t h e c l a i m a n t w i l l b e d e e m e d t o h a v e e x h a u s t e d a l l a d m i n i s t r a t i v e r e m e d i e s u n d e r t h e P l a n a n d w i l l h a v e t h e r i g h t t o b r i n g a c i v i l a c t i o n u n d e r E R I S A S e c t i o n 5 0 2 ( a ) . T h i s S e c t i o n 4 ( d ) s h a l l b e i n t e r p r e t e d s u c h t h a t t h e c l a i m s p r o c e d u r e s a p p l i c a b l e u n d e r t h e P l a n c o n f o r m t o t h e c l a i m s r e v i e w r e q u i r e m e n t s o f P a r t 5 , T i t l e I , o f E R I S A , a n d t h e a p p l i c a b l e p r o v i s i o n s s e t f o r t h i n D e p a r t m e n t o f L a b o r r e g u l a t i o n s e c t i o n 2 5 6 0 . 5 0 3 - 1 . S e c t i o n 5 . G e n e r a l P r o v i s i o n s . ( a ) F u n d i n g . T h e b e n e f i t s p r o v i d e d h e r e i n s h a l l b e u n f u n d e d a n d s h a l l b e p r o v i d e d f r o m t h e E m p l o y e r ’ s g e n e r a l a s s e t s . ( b ) C o s t o f P l a n . E x c e p t a s p r o v i d e d i n S e c t i o n 3 ( a ) ( i v ) , t h e e n t i r e c o s t o f t h e P l a n s h a l l b e b o r n e b y t h e E m p l o y e r a n d n o c o n t r i b u t i o n s s h a l l b e r e q u i r e d o f t h e E x e c u t i v e s . ( c ) P l a n Y e a r . T h e P l a n s h a l l o p e r a t e o n t h e b a s i s o f t h e C o m p a n y ’ s f i s c a l y e a r . ( d ) O t h e r P a r t i c i p a t i n g E m p l o y e r s . T h e C o m m i t t e e m a y d e s i g n a t e a n y e n t i t y e l i g i b l e b y l a w t o p a r t i c i p a t e i n t h e P l a n a s a n E m p l o y e r b y w r i t t e n i n s t r u m e n t d e l i v e r e d t o t h e S e c r e t a r y
o f t h e C o m p a n y a n d t h e d e s i g n a t e d E m p l o y e r . S u c h w r i t t e n i n s t r u m e n t s h a l l s p e c i f y t h e e f f e c t i v e d a t e o f s u c h d e s i g n a t e d p a r t i c i p a t i o n , m a y i n c o r p o r a t e s p e c i f i c p r o v i s i o n s r e l a t i n g t o t h e o p e r a t i o n o f t h e P l a n w h i c h a p p l y t o t h e d e s i g n a t e d E m p l o y e r o n l y a n d s h a l l b e c o m e , a s t o s u c h d e s i g n a t e d E m p l o y e r a n d i t s e m p l o y e e s , a p a r t o f t h e P l a n . E a c h d e s i g n a t e d E m p l o y e r s h a l l b e c o n c l u s i v e l y p r e s u m e d t o h a v e c o n s e n t e d t o i t s d e s i g n a t i o n a n d t o h a v e a g r e e d t o b e b o u n d b y t h e t e r m s o f t h e P l a n a n d a n y a n d a l l a m e n d m e n t s t h e r e t o u p o n i t s s u b m i s s i o n o f i n f o r m a t i o n t o t h e C o m m i t t e e r e q u i r e d b y t h e t e r m s o f o r w i t h r e s p e c t t o t h e P l a n ; p r o v i d e d , h o w e v e r , t h a t t h e
t e r m s o f t h e P l a n m a y b e m o d i f i e d s o a s t o i n c r e a s e t h e o b l i g a t i o n s o f a n E m p l o y e r o n l y w i t h t h e c o n s e n t o f s u c h E m p l o y e r , w h i c h c o n s e n t s h a l l b e c o n c l u s i v e l y p r e s u m e d t o h a v e b e e n g i v e n b y s u c h E m p l o y e r u p o n i t s s u b m i s s i o n o f a n y i n f o r m a t i o n t o t h e C o m m i t t e e r e q u i r e d b y t h e t e r m s o f o r w i t h r e s p e c t t o t h e P l a n . ( e ) A m e n d m e n t a n d T e r m i n a t i o n . ( i ) T h e P l a n m a y b e t e r m i n a t e d o r a m e n d e d f r o m t i m e t o t i m e a t t h e d i s c r e t i o n o f t h e C o m m i t t e e ; p r o v i d e d , h o w e v e r , t h a t , s u b j e c t t o t h e p r o v i s i o n s o f S e c t i o n 5 ( e ) ( i i ) , t h e P l a n m a y n o t b e a m e n d e d o r t e r m i n a t e d ( A ) d u r i n g t h e C h a n g e i n C o n t r o l P e r i o d w i t h o u t t h e p r i o r w r i t t e n c o n s e n t o f a l l E x e c u t i v e s w h o w e r e d e s i g n a t e d a s E x e c u t i v e s a t s u c h t i m e o r ( B ) d u r i n g t h e p e r i o d i n w h i c h a n y E x e c u t i v e i s e l i g i b l e t o r e c e i v e s e v e r a n c e a n d b e n e f i t s p r o v i d e d i n S e c t i o n 3 ( a ) , w i t h o u t t h e p r i o r w r i t t e n c o n s e n t o f s u c h E x e c u t i v e . N o t w i t h s t a n d i n g a n y t h i n g t o t h e c o n t r a r y h e r e i n , t h e B o a r d , i n i t s s o l e d i s c r e t i o n , m a y a m e n d o r t e r m i n a t e t h e c o v e r a g e o f a n y E x e c u t i v e u n d e r t h e P l a n b y
g i v i n g p r i o r w r i t t e n n o t i c e t o t h e E x e c u t i v e a t l e a s t s i x ( 6 ) m o n t h s i n a d v a n c e o f s u c h a m e n d m e n t o r t e r m i n a t i o n o f c o v e r a g e ; p r o v i d e d , h o w e v e r , t h a t a n y a m e n d m e n t o r t e r m i n a t i o n o f c o v e r a g e w h i c h o c c u r s w i t h i n s i x ( 6 ) m o n t h s b e f o r e t h e C h a n g e i n C o n t r o l P e r i o d w i l l n o t b e c o m e e f f e c t i v e u n t i l t h e l a t e r o f ( x ) t h e f i r s t d a y f o l l o w i n g t h e e n d o f t h e C h a n g e i n C o n t r o l P e r i o d o r ( y ) t h e f i r s t d a y f o l l o w i n g t h e e n d o f t h e p e r i o d d e s c r i b e d i n S e c t i o n 5 ( e ) ( i i ) ( B ) . T h e E m p l o y e r ’ s o b l i g a t i o n t o m a k e a l l p a y m e n t s a n d p r o v i d e b e n e f i t s t h a t h a v e b e c o m e p a y a b l e a s a r e s u l t o f a n I n v o l u n t a r y T e r m i n a t i o n o c c u r r i n g d u r i n g t h e e x i s t e n c e o f t h e P l a n s h a l l s u r v i v e a n y t e r m i n a t i o n o f t h e P l a n . ( i i ) T h e p r o v i s i o n s s e t f o r t h i n S e c t i o n 5 ( e ) ( i ) t h a t o t h e r w i s e r e s t r i c t a m e n d m e n t s t o t h e P l a n d u r i n g t h e C h a n g e i n C o n t r o l P e r i o d s h a l l n o t a p p l y t o ( A ) a n a m e n d m e n t t o t h e a d m i n i s t r a t i v e p r o v i s i o n s o f t h e P l a n t h a t i s r e q u i r e d p u r s u a n t t o a p p l i c a b l e l a w o r ( B ) a n a m e n d m e n t t h a t i n c r e a s e s t h e b e n e f i t s p a y a b l e u n d e r t h e P l a n o r o t h e r w i s e
c o n s t i t u t e s a b o n a f i d e i m p r o v e m e n t o f a n E x e c u t i v e ’ s r i g h t s u n d e r t h e P l a n , a s d e t e r m i n e d b y t h e C o m m i t t e e i n i t s s o l e d i s c r e t i o n . ( f ) R e s t r i c t i v e C o v e n a n t s A g r e e m e n t . ( i ) E x i s t i n g A g r e e m e n t . T h i s P l a n s h a l l h a v e n o e f f e c t o n t h e c o n t i n u e d e f f e c t i v e n e s s o f e x i s t i n g r e s t r i c t i v e c o v e n a n t s e n t e r e d i n t o b e t w e e n t h e C o m p a n y a n d E x e c u t i v e . B y e x e c u t i n g h i s o r h e r P a r t i c i p a t i o n S c h e d u l e , t h e E x e c u t i v e a g r e e s a n d a f f i r m s t h a t a n y v i o l a t i o n o f E x e c u t i v e ’ s e x i s t i n g r e s t r i c t i v e c o v e n a n t a g r e e m e n t c o n t a i n e d i n t h e E x e c u t i v e ’ s e m p l o y m e n t a g r e e m e n t o r a n y o t h e r a g r e e m e n t e n t e r e d i n t o w i t h a n y m e m b e r o f t h e C o m p a n y G r o u p w i l l r e s u l t i n f o r f e i t u r e o f E x e c u t i v e ’ s b e n e f i t s u n d e r t h i s P l a n . ( i i ) N e w A g r e e m e n t . F o r a n y E x e c u t i v e e n t i t l e d t o b e n e f i t s u n d e r t h i s P l a n w h o i s n o t a l r e a d y p a r t y t o a n e x i s t i n g r e s t r i c t i v e c o v e n a n t s a g r e e m e n t , s u c h E x e c u t i v e s h a l l b e r e q u i r e d t o e n t e r i n t o a n e w r e s t r i c t i v e c o v e n a n t s a g r e e m e n t
w i t h t h e C o m p a n y a s a c o n d i t i o n t o p a r t i c i p a t i o n i n t h i s P l a n . T h e E x e c u t i v e ’ s a g r e e m e n t t o t h i s r e q u i r e m e n t s h a l l b e e f f e c t e d b y t h e P a r t i c i p a n t ’ s e x e c u t i o n o f h i s o r h e r P a r t i c i p a t i o n S c h e d u l e . ( i i i ) R e a s o n a b l e C o m p e n s a t i o n U n d e r S e c t i o n 2 8 0 G . T h e E x e c u t i v e s a g r e e a n d a c k n o w l e d g e t h a t a p o r t i o n o f a n y p a r a c h u t e p a y m e n t p a y a b l e h e r e u n d e r i s r e a s o n a b l e c o m p e n s a t i o n i n r e s p e c t o f r e s t r i c t i v e c o v e n a n t a g r e e m e n t s e n t e r e d i n t o b y t h e E x e c u t i v e a n d t h e C o m p a n y . ( g ) N o t a C o n t r a c t o f E m p l o y m e n t . T h e a d o p t i o n a n d m a i n t e n a n c e o f t h e P l a n s h a l l n o t b e d e e m e d t o b e a c o n t r a c t o f e m p l o y m e n t b e t w e e n t h e E m p l o y e r a n d a n y p e r s o n o r t o b e c o n s i d e r a t i o n f o r t h e e m p l o y m e n t o f a n y p e r s o n . N o t h i n g h e r e i n c o n t a i n e d s h a l l b e d e e m e d t o g i v e a n y p e r s o n t h e r i g h t t o b e r e t a i n e d i n t h e e m p l o y o f t h e E m p l o y e r o r t o r e s t r i c t t h e r i g h t o f t h e E m p l o y e r t o d i s c h a r g e a n y p e r s o n a t a n y t i m e n o r s h a l l t h e P l a n b e d e e m e d t o g i v e t h e E m p l o y e r t h e r i g h t t o r e q u i r e a n y p e r s o n t o r e m a i n i n t h e e m p l o y o f t h e E m p l o y e r o r t o r e s t r i c t a n y p e r s o n ’ s r i g h t
t o t e r m i n a t e h i s o r h e r e m p l o y m e n t a t a n y t i m e . ( h ) S e v e r a b i l i t y . A n y p r o v i s i o n i n t h e P l a n t h a t i s p r o h i b i t e d o r u n e n f o r c e a b l e i n a n y j u r i s d i c t i o n b y r e a s o n o f a p p l i c a b l e l a w s h a l l , a s t o s u c h j u r i s d i c t i o n , b e i n e f f e c t i v e o n l y t o t h e e x t e n t o f s u c h p r o h i b i t i o n o r u n e n f o r c e a b i l i t y w i t h o u t i n v a l i d a t i n g o r a f f e c t i n g t h e r e m a i n i n g p r o v i s i o n s h e r e o f , a n d a n y s u c h p r o h i b i t i o n o r u n e n f o r c e a b i l i t y i n a n y j u r i s d i c t i o n s h a l l n o t i n v a l i d a t e o r r e n d e r u n e n f o r c e a b l e s u c h p r o v i s i o n i n a n y o t h e r j u r i s d i c t i o n . ( i ) N o n a l i e n a t i o n . E x e c u t i v e s s h a l l n o t h a v e a n y r i g h t t o p l e d g e , h y p o t h e c a t e , a n t i c i p a t e o r a s s i g n b e n e f i t s o r r i g h t s u n d e r t h e P l a n , e x c e p t b y w i l l o r b y t h e l a w s o f d e s c e n t a n d d i s t r i b u t i o n . ( j ) E f f e c t o f P l a n . T h e P l a n i s i n t e n d e d t o s u p e r s e d e a l l p r i o r o r a l o r w r i t t e n p o l i c i e s o f t h e E m p l o y e r a n d a l l p r i o r o r a l o r w r i t t e n c o m m u n i c a t i o n s t o E x e c u t i v e s w i t h r e s p e c t t o t h e s u b j e c t m a t t e r h e r e o f , a n d a l l s u c h p r i o r p o l i c i e s o r c o m m u n i c a t i o n s a r e h e r e b y n u l l a n d v o i d a n d o f n o f u r t h e r f o r c e a n d e f f e c t . F u r t h e r , t h e P l a n s h a l l b e b i n d i n g
u p o n t h e E m p l o y e r a n d a n y s u c c e s s o r o f t h e E m p l o y e r , b y m e r g e r o r o t h e r w i s e , a n d s h a l l i n u r e t o t h e b e n e f i t o f a n d b e e n f o r c e a b l e b y t h e E m p l o y e r ’ s E x e c u t i v e s . ( k ) T a x e s . T h e E m p l o y e r o r i t s s u c c e s s o r m a y w i t h h o l d f r o m a n y a m o u n t s p a y a b l e t o a n E x e c u t i v e u n d e r t h e P l a n s u c h f e d e r a l , s t a t e o r l o c a l t a x e s a s s h a l l b e r e q u i r e d t o b e w i t h h e l d p u r s u a n t t o a n y a p p l i c a b l e l a w o r r e g u l a t i o n . ( l ) D i s p u t e s ; E n f o r c e m e n t C o s t s . ( i ) A l l a c t i o n s o r p r o c e e d i n g s a r i s i n g o u t o f o r r e l a t i n g t o t h i s P l a n s h a l l b e t r i e d a n d l i t i g a t e d o n l y i n t h e N e w Y o r k S t a t e o r F e d e r a l c o u r t s l o c a t e d i n t h e C o u n t y o f N e w Y o r k , S t a t e o f N e w Y o r k . T h e E x e c u t i v e s s h a l l i r r e v o c a b l y s u b m i t t o t h e e x c l u s i v e j u r i s d i c t i o n o f s u c h c o u r t s f o r t h e p u r p o s e o f a n y s u c h a c t i o n o r p r o c e e d i n g . N o t w i t h s t a n d i n g t h e f o r e g o i n g , e i t h e r a n E x e c u t i v e o r t h e C o m p a n y m a y s e e k i n j u n c t i v e o r e q u i t a b l e r e l i e f t o e n f o r c e t h e t e r m s o f t h i s P l a n i n a n y c o u r t o f c o m p e t e n t j u r i s d i c t i o n .
( i i ) A l l r e a s o n a b l e e x p e n s e s o f a n E x e c u t i v e o r t h e C o m p a n y , a s a p p l i c a b l e , i n c u r r e d i n e n f o r c i n g s u c h p a r t y ’ s r i g h t s a n d / o r i n t h e r e c o v e r y o f t h e b e n e f i t s u n d e r t h i s P l a n , i n c l u d i n g b u t n o t l i m i t e d t o , a t t o r n e y s ’ f e e s , c o u r t c o s t s , a r b i t r a t i o n c o s t s , a n d o t h e r r e a s o n a b l e e x p e n s e s s h a l l b e p a i d b y t h e o t h e r p a r t y i f a p a r t y p r e v a i l s o n a t l e a s t o n e m a t e r i a l s u b s t a n t i v e i s s u e i n s u c h p r o c e e d i n g . ( m ) G o v e r n i n g L a w . T h e P l a n s h a l l b e i n t e r p r e t e d a n d c o n s t r u e d i n a c c o r d a n c e w i t h t h e l a w s o f t h e S t a t e o f N e w Y o r k w i t h o u t r e g a r d t o c o n f l i c t o f l a w s p r i n c i p l e s , e x c e p t t o t h e e x t e n t p r e - e m p t e d b y f e d e r a l l a w . ( n ) S e c t i o n 4 0 9 A . ( i ) G e n e r a l . T o t h e e x t e n t a p p l i c a b l e , t h i s P l a n s h a l l b e i n t e r p r e t e d a n d a p p l i e s s o t h a t t h e p a y m e n t s o f b e n e f i t s s e t f o r t h h e r e i n s h a l l e i t h e r b e e x e m p t f r o m , o r i n t h e a l t e r n a t i v e , c o m p l y w i t h , a n d i n c o r p o r a t e t h e t e r m s a n d c o n d i t i o n s r e q u i r e d b y , S e c t i o n 4 0 9 A . N o t w i t h s t a n d i n g a n y p r o v i s i o n o f t h i s P l a n t o t h e c o n t r a r y , i n t h e e v e n t t h a t t h e C o m p a n y d e t e r m i n e s t h a t a n y a m o u n t s p a y a b l e h e r e u n d e r w i l l b e
i m m e d i a t e l y t a x a b l e t o a n y E x e c u t i v e u n d e r S e c t i o n 4 0 9 A , t h e C o m p a n y r e s e r v e s t h e r i g h t t o ( w i t h o u t a n y o b l i g a t i o n t o d o s o o r t o i n d e m n i f y t h e E x e c u t i v e f o r f a i l u r e t o d o s o ) ( A ) a d o p t s u c h a m e n d m e n t s t o t h i s P l a n o r a d o p t s u c h o t h e r p o l i c i e s a n d p r o c e d u r e s ( i n c l u d i n g a m e n d m e n t s , p o l i c i e s a n d p r o c e d u r e s w i t h r e t r o a c t i v e e f f e c t ) t h a t i t d e t e r m i n e s t o b e n e c e s s a r y o r a p p r o p r i a t e t o p r e s e r v e t h e i n t e n d e d t a x t r e a t m e n t o f t h e b e n e f i t s p r o v i d e d b y t h i s P l a n , t o p r e s e r v e t h e e c o n o m i c b e n e f i t s o f t h i s P l a n a n d t o a v o i d l e s s f a v o r a b l e a c c o u n t i n g o r t a x c o n s e q u e n c e s f o r t h e C o m p a n y a n d / o r ( B ) t a k e s u c h o t h e r a c t i o n s i t d e t e r m i n e s t o b e n e c e s s a r y o r a p p r o p r i a t e t o e x e m p t t h e a m o u n t s p a y a b l e h e r e u n d e r f r o m S e c t i o n 4 0 9 A o r t o c o m p l y w i t h t h e r e q u i r e m e n t s o f S e c t i o n 4 0 9 A a n d t h e r e b y a v o i d t h e a p p l i c a t i o n o f p e n a l t y t a x e s t h e r e u n d e r . ( i i ) S e p a r a t i o n f r o m S e r v i c e u n d e r S e c t i o n 4 0 9 A . N o t w i t h s t a n d i n g a n y t h i n g h e r e i n t o t h e c o n t r a r y : ( A ) n o t e r m i n a t i o n o r o t h e r s i m i l a r p a y m e n t s a n d b e n e f i t s h e r e u n d e r s h a l l b e p a y a b l e t o a n E x e c u t i v e
u n l e s s s u c h E x e c u t i v e ’ s T e r m i n a t i o n o f E m p l o y m e n t c o n s t i t u t e s a “ s e p a r a t i o n f r o m s e r v i c e ” w i t h i n t h e m e a n i n g o f S e c t i o n 1 . 4 0 9 A - 1 ( h ) o f t h e D e p a r t m e n t o f T r e a s u r y R e g u l a t i o n s ; ( B ) i f a n E x e c u t i v e i s d e e m e d a t t h e t i m e o f t h e E x e c u t i v e ’ s s e p a r a t i o n f r o m s e r v i c e t o b e a “ s p e c i f i e d e m p l o y e e ” f o r p u r p o s e s o f S e c t i o n 4 0 9 A ( a ) ( 2 ) ( B ) ( i ) o f t h e C o d e , t o t h e e x t e n t d e l a y e d c o m m e n c e m e n t o f a n y p o r t i o n o f a n y t e r m i n a t i o n o r o t h e r s i m i l a r p a y m e n t s a n d b e n e f i t s t o w h i c h s u c h E x e c u t i v e m a y b e e n t i t l e d h e r e u n d e r ( a f t e r t a k i n g i n t o a c c o u n t a l l e x c l u s i o n s a p p l i c a b l e t o s u c h p a y m e n t s o r b e n e f i t s u n d e r S e c t i o n 4 0 9 A ) i s r e q u i r e d i n o r d e r t o a v o i d a p r o h i b i t e d d i s t r i b u t i o n u n d e r S e c t i o n 4 0 9 A ( a ) ( 2 ) ( B ) ( i ) o f t h e C o d e , s u c h p o r t i o n o f s u c h p a y m e n t s a n d b e n e f i t s s h a l l n o t b e p r o v i d e d t o s u c h E x e c u t i v e p r i o r t o t h e e a r l i e r o f ( x ) t h e e x p i r a t i o n o f t h e s i x - m o n t h p e r i o d m e a s u r e d f r o m t h e d a t e o f t h e E x e c u t i v e ’ s “ s e p a r a t i o n f r o m s e r v i c e ” w i t h t h e C o m p a n y ( a s s u c h t e r m i s d e f i n e d i n t h e D e p a r t m e n t o f T r e a s u r y R e g u l a t i o n s i s s u e d u n d e r S e c t i o n
4 0 9 A ) a n d ( y ) t h e d a t e o f s u c h E x e c u t i v e ’ s d e a t h ; p r o v i d e d t h a t u p o n t h e e a r l i e r o f s u c h d a t e s , a l l p a y m e n t s a n d b e n e f i t s d e f e r r e d p u r s u a n t t o t h i s S e c t i o n 5 ( n ) ( i i ) s h a l l b e
p a i d i n a l u m p s u m t o s u c h E x e c u t i v e , a n d a n y r e m a i n i n g p a y m e n t s a n d b e n e f i t s d u e h e r e u n d e r s h a l l b e p r o v i d e d a s o t h e r w i s e s p e c i f i e d h e r e i n ; a n d ( C ) t h e d e t e r m i n a t i o n o f w h e t h e r a n E x e c u t i v e i s a “ s p e c i f i e d e m p l o y e e ” f o r p u r p o s e s o f S e c t i o n 4 0 9 A ( a ) ( 2 ) ( B ) ( i ) o f t h e C o d e a s o f t h e t i m e o f s u c h E x e c u t i v e ’ s s e p a r a t i o n f r o m s e r v i c e s h a l l b e m a d e b y t h e C o m p a n y i n a c c o r d a n c e w i t h t h e t e r m s o f S e c t i o n 4 0 9 A ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , S e c t i o n 1 . 4 0 9 A - 1 ( i ) o f t h e D e p a r t m e n t o f T r e a s u r y R e g u l a t i o n s a n d a n y s u c c e s s o r p r o v i s i o n t h e r e t o ) . ( i i i ) R e i m b u r s e m e n t s a n d I n s t a l l m e n t s . T o t h e e x t e n t t h a t a n y r e i m b u r s e m e n t s o r c o r r e s p o n d i n g i n - k i n d b e n e f i t s p r o v i d e d t o a n E x e c u t i v e u n d e r t h i s P l a n a r e d e e m e d t o c o n s t i t u t e “ d e f e r r e d c o m p e n s a t i o n ” u n d e r S e c t i o n 4 0 9 A , ( A ) s u c h r e i m b u r s e m e n t s o r b e n e f i t s s h a l l b e p r o v i d e d r e a s o n a b l y p r o m p t l y , b u t i n n o e v e n t l a t e r t h a n D e c e m b e r 3 1 o f t h e y e a r f o l l o w i n g t h e y e a r i n w h i c h t h e e x p e n s e w a s i n c u r r e d , a n d i n a n y e v e n t i n a c c o r d a n c e w i t h S e c t i o n 1 . 4 0 9 A - 3 ( i ) ( 1 ) ( i v ) o f t h e D e p a r t m e n t o f T r e a s u r y
R e g u l a t i o n s ; a n d ( B ) t h e a m o u n t o f a n y s u c h p a y m e n t s o r e x p e n s e r e i m b u r s e m e n t s i n o n e c a l e n d a r y e a r s h a l l n o t a f f e c t t h e e x p e n s e s o r i n - k i n d b e n e f i t s e l i g i b l e f o r p a y m e n t o r r e i m b u r s e m e n t i n a n y o t h e r c a l e n d a r y e a r , o t h e r t h a n a n a r r a n g e m e n t p r o v i d i n g f o r t h e r e i m b u r s e m e n t o f m e d i c a l e x p e n s e s r e f e r r e d t o i n S e c t i o n 1 0 5 ( b ) o f t h e C o d e , a n d t h e E x e c u t i v e ’ s r i g h t t o s u c h p a y m e n t s o r r e i m b u r s e m e n t o f a n y s u c h e x p e n s e s s h a l l n o t b e s u b j e c t t o l i q u i d a t i o n o r e x c h a n g e f o r a n y o t h e r b e n e f i t . T o t h e e x t e n t t h a t a n y i n s t a l l m e n t p a y m e n t s u n d e r t h i s P l a n a r e d e e m e d t o c o n s t i t u t e “ n o n q u a l i f i e d d e f e r r e d c o m p e n s a t i o n ” w i t h i n t h e m e a n i n g o f S e c t i o n 4 0 9 A , f o r p u r p o s e s o f S e c t i o n 4 0 9 A ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , f o r p u r p o s e s o f S e c t i o n 1 . 4 0 9 A - 2 ( b ) ( 2 ) ( i i i ) o f t h e D e p a r t m e n t o f T r e a s u r y R e g u l a t i o n s ) , e a c h s u c h i n s t a l l m e n t p a y m e n t t h a t a n E x e c u t i v e m a y b e e l i g i b l e t o r e c e i v e u n d e r t h i s P l a n s h a l l b e t r e a t e d a s a s e p a r a t e a n d d i s t i n c t p a y m e n t . ( o ) R e c o u p m e n t . N o t w i t h s t a n d i n g a n y t h i n g h e r e i n t o t h e c o n t r a r y , a l l i n c e n t i v e - b a s e d
c a s h a n d e q u i t y c o m p e n s a t i o n g r a n t s a w a r d e d t o t h e E x e c u t i v e , i n c l u d i n g , w i t h o u t l i m i t a t i o n , a n n u a l b o n u s e s a n d o t h e r s h o r t - a n d l o n g - t e r m c a s h i n c e n t i v e s , s t o c k o p t i o n s , r e s t r i c t e d s t o c k , r e s t r i c t e d s t o c k u n i t s , p e r f o r m a n c e s h a r e s , a n d p e r f o r m a n c e s h a r e u n i t s a r e s u b j e c t t o t h e B e d B a t h & B e y o n d I n c . C o m p e n s a t i o n R e c o u p m e n t P o l i c y , a s a m e n d e d f r o m t i m e t o t i m e . F u r t h e r , i f t h e E x e c u t i v e i s r e t r o a c t i v e l y d e e m e d t e r m i n a t e d f o r C a u s e , o r c o m m i t s a b r e a c h o f t h e r e s t r i c t i v e c o v e n a n t s d e s c r i b e d i n S e c t i o n 5 ( f ) , t h e b e n e f i t s d e s c r i b e d i n S e c t i o n 3 ( a ) ( i ) - ( v ) a r e s u b j e c t t o f o r f e i t u r e a n d / o r r e c o u p m e n t b y t h e C o m p a n y .
E X H I B I T A P A R T I C I P A T I O N S C H E D U L E [ D a t e ] [ E x e c u t i v e N a m e ] [ A d d r e s s o f E x e c u t i v e ] W e a r e o f f e r i n g y o u t h e o p p o r t u n i t y t o b e c o m e a p a r t i c i p a n t i n t h e B e d B a t h & B e y o n d I n c . E x e c u t i v e C h a n g e i n C o n t r o l S e v e r a n c e P l a n . A l l d e f i n e d t e r m s u s e d h e r e i n s h a l l h a v e t h e m e a n i n g a s c r i b e d t o t h e m i n t h e P l a n . A s a c o n d i t i o n t o y o u r p a r t i c i p a t i o n i n t h e P l a n , y o u m u s t e x e c u t e t h i s P a r t i c i p a t i o n S c h e d u l e e v i d e n c i n g y o u r a g r e e m e n t t o b e b o u n d b y a l l t h e t e r m s o f t h e P l a n , i n c l u d i n g , w i t h o u t l i m i t a t i o n , t h e p r o v i s i o n s o f S e c t i o n 3 ( d ) a n d S e c t i o n 5 ( f ) t h e r e o f . E x c e p t a s m a y b e p r o v i d e d u n d e r a n y o t h e r a g r e e m e n t b e t w e e n y o u a n d t h e C o m p a n y , y o u r e m p l o y m e n t b y t h e C o m p a n y i s “ a t w i l l . ” T h e P l a n d o e s n o t c o n s t i t u t e a c o n t r a c t o f e m p l o y m e n t o r i m p o s e o n t h e C o m p a n y a n y o b l i g a t i o n t o r e t a i n y o u a s a n e m p l o y e e , t o c h a n g e t h e s t a t u s o f y o u r e m p l o y m e n t , o r t o c h a n g e t h e p o l i c i e s o f t h e C o m p a n y r e g a r d i n g t e r m i n a t i o n o f e m p l o y m e n t . F o r p u r p o s e s o f t h e P l a n , y o u r p a r t i c i p a t i o n s h a l l b e d e s i g n a t e d a s a T i e r [ ● ] E x e c u t i v e . N o t w i t h s t a n d i n g t h e
f o r e g o i n g , t h e C o m m i t t e e m a y a m e n d y o u r d e s i g n a t i o n a s a T i e r [ ● ] E x e c u t i v e p u r s u a n t t o S e c t i o n 5 ( e ) o f t h e P l a n . B y e x e c u t i n g t h i s P a r t i c i p a t i o n S c h e d u l e , y o u a g r e e a n d a c k n o w l e d g e t h a t y o u r p a r t i c i p a t i o n i n t h i s P l a n c o n s t i t u t e s a n a m e n d m e n t t o y o u r e m p l o y m e n t a g r e e m e n t , t o t h e e x t e n t a p p l i c a b l e , s o l e l y w i t h r e g a r d t o s e v e r a n c e a n d b e n e f i t s d u e t o y o u u p o n a q u a l i f y i n g t e r m i n a t i o n w i t h i n t h e C h a n g e i n C o n t r o l P e r i o d . E x e c u t e d a s o f t h i s [ ● ] d a y o f [ ● ] , 2 0 [ ● ] . [ E x e c u t i v e ] [ B E D B A T H & B E Y O N D I N C . ] 1 B y : T i t l e : 1 I f t h e E x e c u t i v e i s e m p l o y e d b y a n e n t i t y o t h e r t h a n B e d B a t h & B e y o n d I n c . , t o a d d a s i g n a t u r e f o r t h a t E m p l o y e r .
E x h i b i t 1 0 . 5 0
B y : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ N a m e : M a r k J T r i t t o n _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ T i t l e : P r e s i d e n t a n d C h i e f E x e c u t i v e O f f i c e r _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ R a f e h M a s o o d / s / R a f e h M a s o o d / s / M a r k J . T r i t t o n
E x e c u t i v e S i g n a t u r e _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ / s / R a f e h M a s o o d _ _ _ _ _ _ A d d i t i o n a l s h e e t s a t t a c h e d .
A M E N D M E N T T O E M P L O Y M E N T A G R E E M E N T T H I S A M E N D M E N T ( t h i s “ A m e n d m e n t ” ) , e f f e c t i v e a s o f N o v e m b e r 2 , 2 0 2 1 , t o t h e E m p l o y m e n t A g r e e m e n t , d a t e d a s o f A p r i l 2 2 , 2 0 2 0 , b y a n d b e t w e e n B e d B a t h & B e y o n d I n c . , a N e w Y o r k c o r p o r a t i o n ( t h e “ C o m p a n y ” ) , a n d R a f e h M a s o o d ( “ E x e c u t i v e ” ) ( t h e “ E m p l o y m e n t A g r e e m e n t ” ) i s m a d e a n d e n t e r e d i n t o b y a n d b e t w e e n t h e C o m p a n y a n d E x e c u t i v e . C a p i t a l i z e d t e r m s n o t o t h e r w i s e d e f i n e d h e r e i n h a v e t h e m e a n i n g a s c r i b e d t o t h e m i n t h e E m p l o y m e n t A g r e e m e n t . T h i s A m e n d m e n t s h a l l s u p e r s e d e a n y c o n t r a r y p r o v i s i o n s s e t f o r t h i n t h e E m p l o y m e n t A g r e e m e n t . W H E R E A S , t h e C o m p a n y a n d E x e c u t i v e a r e p a r t i e s t o t h e E m p l o y m e n t A g r e e m e n t ; a n d W H E R E A S , t h e C o m p a n y a n d E x e c u t i v e m u t u a l l y d e s i r e t o a m e n d t h e t e r m s a n d c o n d i t i o n s o f t h e E m p l o y m e n t A g r e e m e n t a s s e t f o r t h i n t h i s A m e n d m e n t . N O W , T H E R E F O R E , i n c o n s i d e r a t i o n o f t h e a b o v e r e c i t a l s i n c o r p o r a t e d h e r e i n a n d t h e m u t u a l c o v e n a n t s a n d p r o m i s e s c o n t a i n e d h e r e i n a n d o t h e r g o o d a n d v a l u a b l e c o n s i d e r a t i o n , t h e r e c e i p t a n d s u f f i c i e n c y o f w h i c h
a r e h e r e b y e x p r e s s l y a c k n o w l e d g e d , t h e p a r t i e s a g r e e a s f o l l o w s : 1 . T h e f i r s t s e n t e n c e o f S e c t i o n 1 ( b ) o f t h e E m p l o y m e n t A g r e e m e n t i s h e r e b y a m e n d e d a n d r e s t a t e d i n i t s e n t i r e t y a s f o l l o w s , e f f e c t i v e N o v e m b e r 2 , 2 0 2 1 : “ D u r i n g t h e T e r m , E x e c u t i v e s h a l l s e r v e a s E x e c u t i v e V i c e P r e s i d e n t a n d C h i e f C u s t o m e r O f f i c e r o f t h e C o m p a n y , a n d s h a l l p e r f o r m s u c h d u t i e s , r e s p o n s i b i l i t i e s , a n d h a v e t h o s e a u t h o r i t i e s c o n s i s t e n t w i t h s u c h p o s i t i o n a n d a s m a y f r o m t i m e t o t i m e b e a s s i g n e d t o E x e c u t i v e b y t h e C o m p a n y ’ s C h i e f E x e c u t i v e O f f i c e r ( “ C E O ” ) , i n c l u d i n g , w i t h o u t l i m i t a t i o n , m a n a g e m e n t o f t h e P n L o f t h e C o m p a n y ’ s d i g i t a l b u s i n e s s . ” I n a d d i t i o n , t h e E m p l o y m e n t A g r e e m e n t i s h e r e b y a m e n d e d b y r e p l a c i n g a l l r e f e r e n c e s t o “ E x e c u t i v e V i c e P r e s i d e n t a n d C h i e f D i g i t a l O f f i c e r ” w i t h “ E x e c u t i v e V i c e P r e s i d e n t a n d C h i e f C u s t o m e r O f f i c e r ” . 2 . T h e f i r s t s e n t e n c e o f S e c t i o n 3 ( a ) o f t h e E m p l o y m e n t A g r e e m e n t i s h e r e b y a m e n d e d t o r e f l e c t t h e E x e c u t i v e ’ s c u r r e n t B a s e S a l a r y b y r e p l a c i n g “ $ 5 5 0 , 0 0 0 . 0 0 ” w i t h “ 6 5 0 , 0 0 0 . 0 0 ” . 3 . T h e f i r s t s e n t e n c e
o f S e c t i o n 3 ( b ) o f t h e E m p l o y m e n t A g r e e m e n t i s h e r e b y a m e n d e d a n d r e s t a t e d i n i t s e n t i r e t y a s f o l l o w s , e f f e c t i v e N o v e m b e r 2 , 2 0 2 1 : “ B e g i n n i n g w i t h r e s p e c t t o f i s c a l y e a r 2 0 2 1 a n d f o r e a c h c o m p l e t e d f i s c a l y e a r t h e r e a f t e r d u r i n g t h e T e r m , E x e c u t i v e s h a l l b e e l i g i b l e t o r e c e i v e a n a n n u a l c a s h p e r f o r m a n c e b o n u s ( t h e “ A n n u a l B o n u s ” ) , w i t h a t a r g e t A n n u a l B o n u s o p p o r t u n i t y e q u a l t o e i g h t y p e r c e n t ( 8 0 % ) o f h i s B a s e S a l a r y ; p r o v i d e d , t h a t t h e A n n u a l B o n u s w i t h r e s p e c t t o f i s c a l y e a r 2 0 2 1 s h a l l b e p r o r a t e d f o r t h e p o r t i o n o f f i s c a l y e a r 2 0 2 1 d u r i n g w h i c h E x e c u t i v e w a s e m p l o y e d b y t h e C o m p a n y a s t h e C h i e f C u s t o m e r O f f i c e r ( i t b e i n g u n d e r s t o o d t h a t E x e c u t i v e w i l l E x h i b i t 1 0 . 5 1
2 a l s o b e e l i g i b l e t o r e c e i v e a n a n n u a l c a s h b o n u s p a y m e n t w i t h r e s p e c t t o t h e a p p l i c a b l e b o n u s p l a n , a n d t e r m s a n d c o n d i t i o n s r e l a t e d t h e r e t o , i n w h i c h h e p a r t i c i p a t e d i n f i s c a l y e a r 2 0 2 1 p r i o r t o N o v e m b e r 2 , 2 0 2 1 , p r o r a t e d f o r t h e p o r t i o n o f f i s c a l y e a r 2 0 2 1 p r i o r t o N o v e m b e r 2 , 2 0 2 1 d u r i n g w h i c h h e s e r v e d a s C h i e f D i g i t a l O f f i c e r . ” 4 . S e c t i o n 3 ( e ) o f t h e E m p l o y m e n t A g r e e m e n t i s h e r e b y a m e n d e d b y a d d i n g t h e f o l l o w i n g a s a n e w t h i r d f o u r t h s e n t e n c e s t h e r e o f : “ I n f i s c a l y e a r 2 0 2 2 , a t t h e s a m e t i m e a s s u c h a w a r d s a r e g r a n t e d t o o t h e r m e m b e r s o f t h e C o m p a n y ’ s s e n i o r m a n a g e m e n t t e a m , t h e C o m p a n y s h a l l g r a n t E x e c u t i v e a l o n g - t e r m e q u i t y i n c e n t i v e a w a r d ( s ) u n d e r t h e 2 0 1 2 P l a n o r t h e 2 0 1 8 P l a n , a s d e t e r m i n e d b y t h e C o m p e n s a t i o n C o m m i t t e e i n i t s s o l e d i s c r e t i o n ( t h e “ 2 0 2 2 E q u i t y A w a r d ” ) . T h e 2 0 2 2 E q u i t y A w a r d w i l l h a v e a t a r g e t v a l u e a t g r a n t e q u a l t o $ 1 , 6 2 5 , 0 0 0 . 0 0 . ” 5 . S e c t i o n 3 o f t h e E m p l o y m e n t A g r e e m e n t i s h e r e b y a m e n d e d b y a d d i n g t h e f o l l o w i n g a s a n e w p a r a g r a p h ( i ) : “ ( i ) O n e - T i m e L o n g - T e r m E q u i t y I n c e n t i v e A w a r d .
A s s o o n a s r e a s o n a b l y p r a c t i c a b l e a f t e r t h e e f f e c t i v e d a t e o f h i s p r o m o t i o n t o E x e c u t i v e V i c e P r e s i d e n t a n d C h i e f C u s t o m e r O f f i c e r a n d s u b j e c t t o a l l n e c e s s a r y a p p r o v a l s b y t h e C o m p e n s a t i o n C o m m i t t e e , t h e C o m p a n y s h a l l g r a n t t o y o u a o n e - t i m e a w a r d c o m p r i s e d 6 0 % o f p e r f o r m a n c e s t o c k u n i t s ( t h e “ O n e - T i m e P S U A w a r d ) a n d 4 0 % o f t i m e - v e s t i n g r e s t r i c t e d s t o c k u n i t s ( t h e “ O n e - T i m e R S U A w a r d ” ) , s u b j e c t t o a n d i n a c c o r d a n c e w i t h t h e t e r m s o f t h e 2 0 1 2 P l a n o r t h e 2 0 1 8 P l a n , a s d e t e r m i n e d b y t h e C o m p e n s a t i o n C o m m i t t e e i n i t s s o l e d i s c r e t i o n a n d t h e a p p l i c a b l e a w a r d a g r e e m e n t s t h e r e u n d e r . T h e t o t a l v a l u e o f t h e O n e - T i m e R S U A w a r d a n d O n e - T i m e P S U A w a r d a t t h e d a t e o f g r a n t w i l l b e $ 3 5 0 , 0 0 0 . 0 0 , a s d e t e r m i n e d b y t h e C o m p e n s a t i o n C o m m i t t e e i n i t s s o l e d i s c r e t i o n . T h e O n e - T i m e R S U A w a r d w i l l v e s t i n s u b s t a n t i a l l y e q u a l i n s t a l l m e n t s o n e a c h o f t h e f i r s t , s e c o n d a n d t h i r d a n n i v e r s a r i e s o f t h e g r a n t d a t e , s u b j e c t t o y o u r c o n t i n u e d e m p l o y m e n t w i t h t h e C o m p a n y f r o m t h e E f f e c t i v e D a t e t h r o u g h t h e a p p l i c a b l e v e s t i n g d a t e , a n d t h e
O n e - T i m e P S U A w a r d w i l l v e s t f o l l o w i n g c o m p l e t i o n o f t h e a p p l i c a b l e t h r e e - y e a r p e r f o r m a n c e p e r i o d a n d b a s e d o n a c h i e v e m e n t o f t h e a p p l i c a b l e g o a l s , i n e a c h c a s e , a n d s u b j e c t t o t h e t e r m s o f t h e 2 0 1 2 P l a n o r t h e 2 0 1 8 P l a n , a s a p p l i c a b l e , a n d t h e a p p l i c a b l e a w a r d a g r e e m e n t s . T h e C o m p a n y e x p e c t s t h a t t h e O n e - T i m e R S U A w a r d a n d t h e O n e - T i m e P S U A w a r d w i l l b e s u b s t a n t i a l l y c o n s i s t e n t w i t h t h e t e r m s a n d c o n d i t i o n s o f s u c h a w a r d s m a d e t o s i m i l a r l y s i t u a t e d e x e c u t i v e s i n 2 0 2 1 . ” 6 . E f f e c t o f A m e n d m e n t . E x c e p t a s s e t f o r t h h e r e i n , a l l p r o v i s i o n s o f t h e E m p l o y m e n t A g r e e m e n t s h a l l r e m a i n i n f u l l f o r c e a n d e f f e c t . 7 . M o d i f i c a t i o n s . T h i s A m e n d m e n t m a y n o t b e a m e n d e d , m o d i f i e d , o r c h a n g e d ( i n w h o l e o r i n p a r t ) e x c e p t b y a f o r m a l , d e f i n i t i v e w r i t t e n a g r e e m e n t e x p r e s s l y r e f e r r i n g t o t h i s A m e n d m e n t , w h i c h a g r e e m e n t i s e x e c u t e d b y b o t h o f t h e C o m p a n y a n d E x e c u t i v e .
3 8 . M i s c e l l a n e o u s . T h e r e f e r e n c e s t o t h e “ A g r e e m e n t ” t h r o u g h o u t t h e E m p l o y m e n t A g r e e m e n t a r e h e r e b y u n d e r s t o o d t o i n c o r p o r a t e b y r e f e r e n c e t h i s A m e n d m e n t . [ S i g n a t u r e p a g e f o l l o w s ]
4 I N W I T N E S S W H E R E O F , t h e C o m p a n y a n d E x e c u t i v e h a v e e x e c u t e d t h i s A m e n d m e n t a s o f t h e d a y a n d y e a r f i r s t w r i t t e n a b o v e . C O M P A N Y B E D B A T H & B E Y O N D I N C . B y : / s / M a r k J . T r i t t o n _ N a m e : M a r k J . T r i t t o n T i t l e : P r e s i d e n t a n d C h i e f E x e c u t i v e O f f i c e r E X E C U T I V E / s / R a f e h M a s o o d _ R a f e h M a s o o d
1 E x h i b i t 1 0 . 5 3 B E D B A T H & B E Y O N D I N C . S H O R T - T E R M I N C E N T I V E P L A N A m e n d e d a n d R e s t a t e d a s o f A p r i l 1 3 , 2 0 2 2 S e c t i o n 1 . P u r p o s e . T h e c o m p e n s a t i o n p o l i c i e s o f B e d B a t h & B e y o n d I n c . , a N e w Y o r k c o r p o r a t i o n ( t h e “ C o m p a n y ” ) , a r e i n t e n d e d t o s u p p o r t t h e C o m p a n y ’ s o v e r a l l o b j e c t i v e o f e n h a n c i n g s h a r e h o l d e r v a l u e . I n f u r t h e r a n c e o f t h i s p h i l o s o p h y , t h e B e d B a t h & B e y o n d I n c . S h o r t - T e r m I n c e n t i v e P l a n ( t h e “ P l a n ” ) i s d e s i g n e d t o p r o v i d e i n c e n t i v e s f o r b u s i n e s s p e r f o r m a n c e , r e w a r d c o n t r i b u t i o n s t o w a r d s g o a l s c o n s i s t e n t w i t h t h e C o m p a n y ’ s b u s i n e s s s t r a t e g y a n d e n a b l e t h e C o m p a n y t o a t t r a c t a n d r e t a i n h i g h l y q u a l i f i e d C o r p o r a t e O f f i c e r s a n d o t h e r E l i g i b l e E m p l o y e e s . S e c t i o n 2 . D e f i n i t i o n s . T h e t e r m s u s e d i n t h e P l a n i n c l u d e t h e f e m i n i n e a s w e l l a s t h e m a s c u l i n e g e n d e r a n d t h e p l u r a l a s w e l l a s t h e s i n g u l a r , a s t h e c o n t e x t i n w h i c h t h e y a r e u s e d r e q u i r e s . T h e f o l l o w i n g t e r m s , u n l e s s t h e c o n t e x t r e q u i r e s o t h e r w i s e , a r e d e f i n e d a s f o l l o w s : “ 4 0 9 A C o v e r e d B o n u s ” h a s t h e m e a n i n g s e t f o r t h i n S e c t i o n 7 ( k ) ( i i ) o f t h e P l a n . “ A f f i l i a t e ” m e a n s
e a c h o f t h e f o l l o w i n g : ( a ) a n y S u b s i d i a r y ; ( b ) a n y P a r e n t ; ( c ) a n y c o r p o r a t i o n , t r a d e o r b u s i n e s s ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , a p a r t n e r s h i p o r l i m i t e d l i a b i l i t y c o m p a n y ) t h a t i s d i r e c t l y o r i n d i r e c t l y c o n t r o l l e d f i f t y p e r c e n t ( 5 0 % ) o r m o r e ( w h e t h e r b y o w n e r s h i p o f s t o c k , a s s e t s o r a n e q u i v a l e n t o w n e r s h i p i n t e r e s t o r v o t i n g i n t e r e s t ) b y t h e C o m p a n y o r o n e o f i t s A f f i l i a t e s ; ( d ) a n y c o r p o r a t i o n , t r a d e o r b u s i n e s s ( i n c l u d i n g , w i t h o u t l i m i t a t i o n , a p a r t n e r s h i p o r l i m i t e d l i a b i l i t y c o m p a n y ) t h a t d i r e c t l y o r i n d i r e c t l y c o n t r o l s f i f t y p e r c e n t ( 5 0 % ) o r m o r e ( w h e t h e r b y o w n e r s h i p o f s t o c k , a s s e t s o r a n e q u i v a l e n t o w n e r s h i p i n t e r e s t o r v o t i n g i n t e r e s t ) o f t h e C o m p a n y ; a n d ( e ) a n y o t h e r e n t i t y i n w h i c h t h e C o m p a n y o r a n y o f i t s A f f i l i a t e s h a s a m a t e r i a l e q u i t y i n t e r e s t a n d t h a t i s d e s i g n a t e d a s a n “ A f f i l i a t e ” b y r e s o l u t i o n o f t h e C o m m i t t e e . “ B o a r d ” m e a n s t h e B o a r d o f D i r e c t o r s o f t h e C o m p a n y . “ B o n u s ” m e a n s t h e i n c e n t i v e c o m p e n s a t i o n p a y a b l e i n c a s h , a s d e t e r m i n e d b y t h e C o m m i t t e e u n d e r S e c t i o n 4 o f t h e P l a n . “ C a u s e ” m e a n s ,
w i t h r e s p e c t t o a P a r t i c i p a n t ’ s T e r m i n a t i o n o f E m p l o y m e n t , t h e f o l l o w i n g : ( a ) i n t h e c a s e w h e r e t h e r e i s a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n c o n t r o l a g r e e m e n t o r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e P a r t i c i p a n t t h a t d e f i n e s “ c a u s e ” ( o r w o r d s o r a c o n c e p t o f l i k e i m p o r t ) , “ c a u s e ” a s d e f i n e d u n d e r s u c h a g r e e m e n t ; p r o v i d e d , h o w e v e r , t h a t w i t h r e g a r d t o a n y a g r e e m e n t u n d e r w h i c h t h e d e f i n i t i o n o f “ c a u s e ” a p p l i e s o n l y o n o c c u r r e n c e o f a c h a n g e i n c o n t r o l , s u c h d e f i n i t i o n o f “ c a u s e ” s h a l l n o t a p p l y u n t i l a c h a n g e i n c o n t r o l a c t u a l l y t a k e s p l a c e a n d t h e n o n l y w i t h r e g a r d t o a t e r m i n a t i o n i n c o n n e c t i o n t h e r e w i t h ; o r
2 ( b ) i n t h e c a s e w h e r e t h e r e i s n o e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n c o n t r o l a g r e e m e n t o r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e P a r t i c i p a n t ( o r w h e r e t h e r e i s s u c h a n a g r e e m e n t b u t i t d o e s n o t d e f i n e “ c a u s e ” ( o r w o r d s o r a c o n c e p t o f l i k e i m p o r t ) ) , t e r m i n a t i o n d u e t o a P a r t i c i p a n t ’ s i n s u b o r d i n a t i o n , d i s h o n e s t y , f r a u d , i n c o m p e t e n c e , m o r a l t u r p i t u d e , w i l l f u l m i s c o n d u c t , b r e a c h o f a n y p o l i c y , a g r e e m e n t o r a r r a n g e m e n t o f t h e C o m p a n y ( i n c l u d i n g a s p e r t a i n s t o r e s t r i c t i v e c o v e n a n t s o r s e x u a l o r d i s c r i m i n a t o r y c o n d u c t o r r e l a t e d m a t t e r s ) , r e f u s a l t o p e r f o r m h i s o r h e r d u t i e s o r r e s p o n s i b i l i t i e s f o r a n y r e a s o n o t h e r t h a n i l l n e s s o r i n c a p a c i t y o r m a t e r i a l l y u n s a t i s f a c t o r y p e r f o r m a n c e o f h i s o r h e r d u t i e s f o r t h e C o m p a n y o r a n A f f i l i a t e , a s d e t e r m i n e d b y t h e C o m m i t t e e i n i t s s o l e d i s c r e t i o n . I n a d d i t i o n , t h e C o m m i t t e e m a y d e e m a n y T e r m i n a t i o n o f E m p l o y m e n t t o h a v e b e e n f o r C a u s e , i n c l u d i n g a f t e r s u c h T e r m i n a t i o n o f E m p l o y m e n t o c c u r s , i f i t d i s c o v e r s f a c t s o r
c i r c u m s t a n c e s t h a t w o u l d c o n s t i t u t e C a u s e i f k n o w n o r e x i s t i n g a t t h e t i m e o f s u c h T e r m i n a t i o n o f E m p l o y m e n t . “ C h a n g e i n C o n t r o l ” m e a n s t h e o c c u r r e n c e o f o n e o r m o r e o f t h e f o l l o w i n g e v e n t s : ( a ) a n y “ p e r s o n ” a s s u c h t e r m i s u s e d i n S e c t i o n s 1 3 ( d ) a n d 1 4 ( d ) o f t h e E x c h a n g e A c t ( o t h e r t h a n t h e C o m p a n y , a n y t r u s t e e o r o t h e r f i d u c i a r y h o l d i n g s e c u r i t i e s u n d e r a n y e m p l o y e e b e n e f i t p l a n o f t h e C o m p a n y , o r a n y c o m p a n y o w n e d , d i r e c t l y o r i n d i r e c t l y , b y t h e s h a r e h o l d e r s o f t h e C o m p a n y i n s u b s t a n t i a l l y t h e s a m e p r o p o r t i o n s a s t h e i r o w n e r s h i p o f c o m m o n s t o c k o f t h e C o m p a n y ) , b e c o m i n g t h e b e n e f i c i a l o w n e r ( a s d e f i n e d i n R u l e 1 3 d - 3 u n d e r t h e E x c h a n g e A c t ) , d i r e c t l y o r i n d i r e c t l y , o f s e c u r i t i e s o f t h e C o m p a n y r e p r e s e n t i n g m o r e t h a n f i f t y p e r c e n t ( 5 0 % ) o f t h e c o m b i n e d v o t i n g p o w e r o f t h e C o m p a n y ’ s t h e n o u t s t a n d i n g s e c u r i t i e s , e x c l u d i n g a p e r s o n t h a t i s a n “ a f f i l i a t e ” ( a s s u c h t e r m i s u s e d i n t h e E x c h a n g e A c t ) o f t h e C o m p a n y o n t h e E f f e c t i v e D a t e , o r a n y a f f i l i a t e o f a n y s u c h p e r s o n ; ( b ) d u r i n g a n y p e r i o d o f t w e l v e ( 1 2 ) m o n t h s ,
t h e m a j o r i t y o f t h e B o a r d c o n s i s t s o f i n d i v i d u a l s o t h e r t h a n “ I n c u m b e n t D i r e c t o r s , ” w h i c h t e r m m e a n s t h e m e m b e r s o f t h e B o a r d a t t h e b e g i n n i n g o f s u c h p e r i o d , a n d a n y n e w d i r e c t o r ( o t h e r t h a n a d i r e c t o r d e s i g n a t e d b y a p e r s o n w h o h a s e n t e r e d i n t o a n a g r e e m e n t w i t h t h e C o m p a n y t o e f f e c t a t r a n s a c t i o n d e s c r i b e d i n s u b s e c t i o n s ( a ) , ( c ) , o r ( d ) o r a d i r e c t o r w h o s e i n i t i a l a s s u m p t i o n o f o f f i c e o c c u r s a s a r e s u l t o f e i t h e r a n a c t u a l o r t h r e a t e n e d e l e c t i o n c o n t e s t ( a s s u c h t e r m i s u s e d i n R u l e 1 4 a - 1 1 o f R e g u l a t i o n 1 4 A p r o m u l g a t e d u n d e r t h e E x c h a n g e A c t ) o r o t h e r a c t u a l o r t h r e a t e n e d s o l i c i t a t i o n o f p r o x i e s o r c o n s e n t s b y o r o n b e h a l f o f a p e r s o n o t h e r t h a n t h e B o a r d ) w h o s e e l e c t i o n b y t h e B o a r d o r n o m i n a t i o n f o r e l e c t i o n b y t h e C o m p a n y ’ s s h a r e h o l d e r s w a s a p p r o v e d b y a v o t e o f a m a j o r i t y o f t h e d i r e c t o r s w h o c o m p r i s e d t h e I n c u m b e n t D i r e c t o r s o r w h o s e e l e c t i o n o r n o m i n a t i o n f o r e l e c t i o n w a s p r e v i o u s l y s o a p p r o v e d ; ( c ) u p o n t h e c o n s u m m a t i o n o f a m e r g e r o r c o n s o l i d a t i o n o f t h e C o m p a n y w i t h a n y o t h e r c o r p o r a t i o n , o t h e r t h a n a
m e r g e r o r c o n s o l i d a t i o n w h i c h w o u l d r e s u l t i n t h e v o t i n g s e c u r i t i e s o f t h e C o m p a n y o u t s t a n d i n g i m m e d i a t e l y p r i o r t h e r e t o c o n t i n u i n g t o r e p r e s e n t ( e i t h e r b y r e m a i n i n g o u t s t a n d i n g o r b y b e i n g c o n v e r t e d i n t o v o t i n g s e c u r i t i e s o f t h e s u r v i v i n g e n t i t y ) f i f t y p e r c e n t ( 5 0 % ) o r m o r e o f t h e c o m b i n e d v o t i n g p o w e r o f t h e v o t i n g s e c u r i t i e s o f t h e C o m p a n y o r s u c h s u r v i v i n g e n t i t y o u t s t a n d i n g i m m e d i a t e l y a f t e r s u c h m e r g e r o r c o n s o l i d a t i o n ; p r o v i d e d , h o w e v e r , t h a t a m e r g e r o r c o n s o l i d a t i o n e f f e c t e d t o i m p l e m e n t a r e c a p i t a l i z a t i o n o f t h e C o m p a n y ( o r s i m i l a r t r a n s a c t i o n ) i n w h i c h n o p e r s o n ( o t h e r t h a n t h o s e c o v e r e d b y t h e e x c e p t i o n s i n ( a ) a b o v e ) a c q u i r e s m o r e t h a n f i f t y p e r c e n t ( 5 0 % ) o f t h e c o m b i n e d v o t i n g p o w e r o f t h e C o m p a n y ’ s t h e n o u t s t a n d i n g s e c u r i t i e s s h a l l n o t c o n s t i t u t e a C h a n g e i n C o n t r o l o f t h e C o m p a n y ;
3 ( d ) u p o n a p p r o v a l b y t h e s h a r e h o l d e r s o f t h e C o m p a n y , t h e C o m p a n y a d o p t s a n y p l a n o f l i q u i d a t i o n p r o v i d i n g f o r t h e d i s t r i b u t i o n o f a l l o r s u b s t a n t i a l l y a l l i t s a s s e t s , p r o v i d e d t h a t t h i s p a r a g r a p h ( d ) s h a l l n o t c o n s t i t u t e a C h a n g e i n C o n t r o l w i t h r e s p e c t t o a 4 0 9 A C o v e r e d B o n u s ; o r ( e ) u p o n t h e c o n s u m m a t i o n o f a s a l e o r d i s p o s i t i o n b y t h e C o m p a n y o f a l l o r s u b s t a n t i a l l y a l l o f t h e C o m p a n y ’ s a s s e t s o t h e r t h a n t h e s a l e o r d i s p o s i t i o n o f a l l o r s u b s t a n t i a l l y a l l o f t h e a s s e t s o f t h e C o m p a n y t o a p e r s o n o r p e r s o n s w h o b e n e f i c i a l l y o w n , d i r e c t l y o r i n d i r e c t l y , a t l e a s t f i f t y p e r c e n t ( 5 0 % ) o r m o r e o f t h e c o m b i n e d v o t i n g p o w e r o f t h e t h e n o u t s t a n d i n g v o t i n g s e c u r i t i e s o f t h e C o m p a n y a t t h e t i m e o f t h e s a l e . N o t w i t h s t a n d i n g t h e f o r e g o i n g , w i t h r e s p e c t t o a B o n u s t h a t p r o v i d e s f o r p a y m e n t o r s e t t l e m e n t u p o n a C h a n g e i n C o n t r o l a n d t h a t c o n s t i t u t e s a 4 0 9 A C o v e r e d B o n u s , a t r a n s a c t i o n w i l l n o t b e d e e m e d a C h a n g e i n C o n t r o l u n l e s s t h e t r a n s a c t i o n q u a l i f i e s a s a c h a n g e i n c o n t r o l e v e n t w i t h i n t h e m e a n i n g o f C o d e S e c t i o n 4 0 9 A . F u r t h e r
a n d f o r t h e a v o i d a n c e o f d o u b t , a t r a n s a c t i o n w i l l n o t c o n s t i t u t e a C h a n g e i n C o n t r o l i f : ( i ) i t s s o l e p u r p o s e i s t o c h a n g e t h e s t a t e o f t h e C o m p a n y ’ s i n c o r p o r a t i o n , o r ( i i ) i t s s o l e p u r p o s e i s t o c r e a t e a h o l d i n g c o m p a n y t h a t w i l l b e o w n e d i n s u b s t a n t i a l l y t h e s a m e p r o p o r t i o n s b y t h e p e r s o n s w h o h e l d t h e C o m p a n y ’ s s e c u r i t i e s i m m e d i a t e l y b e f o r e s u c h t r a n s a c t i o n . A d e t e r m i n a t i o n o f w h e t h e r a C h a n g e i n C o n t r o l h a s o c c u r r e d w i l l b e m a d e i n t h e d i s c r e t i o n o f t h e C o m m i t t e e . “ C o d e ” m e a n s t h e I n t e r n a l R e v e n u e C o d e o f 1 9 8 6 , a s a m e n d e d . A n y r e f e r e n c e t o a n y s e c t i o n o f t h e C o d e s h a l l a l s o b e a r e f e r e n c e t o a n y s u c c e s s o r p r o v i s i o n a n d a n y T r e a s u r y R e g u l a t i o n p r o m u l g a t e d t h e r e u n d e r . “ C o m m i t t e e ” m e a n s t h e C o m p e n s a t i o n C o m m i t t e e o f t h e B o a r d a p p o i n t e d f r o m t i m e t o t i m e b y t h e B o a r d ( o r a n o t h e r c o m m i t t e e o r c o m m i t t e e s o f t h e B o a r d a p p o i n t e d f o r p u r p o s e s o f a d m i n i s t e r i n g t h e P l a n ) . E a c h C o m m i t t e e s h a l l b e c o m p r i s e d o f t w o o r m o r e n o n - e m p l o y e e d i r e c t o r s , e a c h o f w h o m i s a n “ i n d e p e n d e n t d i r e c t o r ” a s d e f i n e d a n d t o t h e e x t e n t
r e q u i r e d u n d e r t h e r u l e s a n d r e g u l a t i o n s o f t h e N a s d a q S t o c k M a r k e t o r s u c h o t h e r a p p l i c a b l e s e c u r i t i e s e x c h a n g e o n w h i c h t h e C o m p a n y ’ s c o m m o n s t o c k i s t h e n l i s t e d , l i s t e d o r a n y n a t i o n a l s e c u r i t i e s e x c h a n g e s y s t e m u p o n w h o s e s y s t e m t h e C o m p a n y ’ s c o m m o n s t o c k i s t h e n q u o t e d , a n d , a s m a y b e a p p l i c a b l e , “ i n d e p e n d e n t ” a s p r o v i d e d p u r s u a n t t o r u l e s p r o m u l g a t e d b y t h e S e c u r i t i e s a n d E x c h a n g e C o m m i s s i o n u n d e r t h e D o d d - F r a n k W a l l S t r e e t R e f o r m a n d C o n s u m e r P r o t e c t i o n A c t ; p r o v i d e d , h o w e v e r , t h a t a n y d e l e g a t i o n t o a n i n d i v i d u a l w i l l b e r e s p e c t e d t o t h e f u l l e x t e n t o f s u c h d e l e g a t i o n p r o v i d e d t h a t s u c h d e l e g a t i o n i s c o n s i s t e n t w i t h t h e t e r m s a n d c o n d i t i o n s o f t h i s P l a n a n d a p p l i c a b l e l a w . “ C o m p a n y ” h a s t h e m e a n i n g s e t f o r t h i n S e c t i o n 1 h e r e o f , i n c l u d i n g a n y s u c c e s s o r s t o t h e C o m p a n y b y o p e r a t i o n o f l a w . “ C o r p o r a t e O f f i c e r ” m e a n s a n y C o m p a n y e m p l o y e e w h o i s s u b j e c t t o S e c t i o n 1 6 ( b ) o f t h e E x c h a n g e A c t . “ D i s a b i l i t y ” ( a ) s h a l l h a v e t h e m e a n i n g g i v e n t o s u c h t e r m i n a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n
c o n t r o l a g r e e m e n t , o r o t h e r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d t h e P a r t i c i p a n t t o t h e e x t e n t t h a t “ d i s a b i l i t y ” ( o r w o r d s o r a c o n c e p t o f
4 l i k e i m p o r t ) i s d e f i n e d t h e r e i n , o r ( b ) i f s u c h a n a g r e e m e n t d o e s n o t e x i s t o r i f “ d i s a b i l i t y ” i s n o t d e f i n e d i n a n y s u c h a g r e e m e n t , s h a l l m e a n , u n l e s s o t h e r w i s e d e t e r m i n e d b y t h e C o m m i t t e e a t t h e t i m e t h a t a B o n u s o p p o r t u n i t y i s g r a n t e d , a P a r t i c i p a n t ’ s “ d i s a b i l i t y ” o r t e r m o f l i k e i m p o r t ) a s s u c h t e r m i s d e f i n e d i n t h e l o n g - t e r m d i s a b i l i t y p l a n o f t h e C o m p a n y a p p l i c a b l e t o s u c h P a r t i c i p a n t o r , i n t h e a b s e n c e o f s u c h a d e f i n i t i o n , t h e i n a b i l i t y o f a P a r t i c i p a n t t o p e r f o r m t h e m a j o r d u t i e s o f h i s o r h e r o c c u p a t i o n f o r a t l e a s t n i n e t y ( 9 0 ) d a y s i n a n y o n e - h u n d r e d e i g h t y ( 1 8 0 ) - d a y p e r i o d b e c a u s e o f s i c k n e s s o r i n j u r y . N o t w i t h s t a n d i n g t h e f o r e g o i n g , f o r B o n u s e s u n d e r t h e P l a n t h a t p r o v i d e f o r p a y m e n t s t h a t a r e t r i g g e r e d u p o n a D i s a b i l i t y a n d t h a t c o n s t i t u t e “ n o n - q u a l i f i e d d e f e r r e d c o m p e n s a t i o n ” p u r s u a n t t o C o d e S e c t i o n 4 0 9 A , D i s a b i l i t y s h a l l m e a n t h a t a P a r t i c i p a n t i s d i s a b l e d u n d e r C o d e S e c t i o n 4 0 9 A ( a ) ( 2 ) ( C ) ( i ) . “ E f f e c t i v e D a t e ” m e a n s J u l y 1 6 , 2 0 2 0 ; p r o v i d e d , h o w e v e r , t h a t t h e e f f e c t i v e d a t e o f t h e p l a n a s a m e n d e d a n d
r e s t a t e d i s a s o f M a y 1 0 , 2 0 2 1 . “ E l i g i b l e E m p l o y e e ” m e a n s e a c h e m p l o y e e o f t h e C o m p a n y o r a n A f f i l i a t e , i n c l u d i n g e a c h C o r p o r a t e O f f i c e r , i n e a c h c a s e a s d e t e r m i n e d b y t h e C o m m i t t e e i n i t s s o l e d i s c r e t i o n . “ E x c h a n g e A c t ” m e a n s t h e S e c u r i t i e s E x c h a n g e A c t o f 1 9 3 4 , a s a m e n d e d . “ P a r e n t ” m e a n s a n y p a r e n t c o r p o r a t i o n o f t h e C o m p a n y w i t h i n t h e m e a n i n g o f C o d e S e c t i o n 4 2 4 ( e ) . “ P a r t i c i p a n t ” m e a n s a C o r p o r a t e O f f i c e r o r o t h e r E l i g i b l e E m p l o y e e d e s c r i b e d i n S e c t i o n 3 o f t h e P l a n . “ P e r f o r m a n c e P e r i o d ” m e a n s t h e p e r i o d f o r w h i c h a B o n u s m a y b e m a d e . U n l e s s o t h e r w i s e s p e c i f i e d b y t h e C o m m i t t e e , t h e P e r f o r m a n c e P e r i o d s h a l l b e t h e C o m p a n y ’ s f i s c a l y e a r . “ P l a n ” h a s t h e m e a n i n g s e t f o r t h i n S e c t i o n 1 h e r e o f . “ S u b s i d i a r y ” m e a n s a n y s u b s i d i a r y c o r p o r a t i o n o f t h e C o m p a n y w i t h i n t h e m e a n i n g o f C o d e S e c t i o n 4 2 4 ( f ) . “ T e r m i n a t i o n o f E m p l o y m e n t ” m e a n s ( a ) a t e r m i n a t i o n o f e m p l o y m e n t ( n o t i n c l u d i n g a m i l i t a r y o r p e r s o n a l l e a v e o f a b s e n c e g r a n t e d b y t h e C o m p a n y , e x c e p t a s o t h e r w i s e d e t e r m i n e d b y t h e C o m m i t t e e ) o f a P a r t i c i p a n t
f r o m t h e C o m p a n y a n d i t s A f f i l i a t e s , o r ( b ) w h e n a n e n t i t y e m p l o y i n g a P a r t i c i p a n t c e a s e s t o b e a n A f f i l i a t e , u n l e s s t h e P a r t i c i p a n t o t h e r w i s e i s , o r t h e r e u p o n b e c o m e s , e m p l o y e d b y t h e C o m p a n y o r a n o t h e r A f f i l i a t e a t t h e t i m e t h e e n t i t y c e a s e s t o b e a n A f f i l i a t e . S e c t i o n 3 . P a r t i c i p a t i o n . A C o r p o r a t e O f f i c e r o r o t h e r E l i g i b l e E m p l o y e e d e s i g n a t e d b y t h e C o m m i t t e e s h a l l b e a P a r t i c i p a n t i n t h e P l a n a n d s h a l l c o n t i n u e t o b e a P a r t i c i p a n t u n t i l a d v i s e d o r d e t e r m i n e d o t h e r w i s e . S e c t i o n 4 . B o n u s e s . ( a ) P e r f o r m a n c e M e a s u r e s a n d G o a l s . T h e C o m m i t t e e s h a l l e s t a b l i s h t h e p e r f o r m a n c e m e a s u r e s a n d g o a l s f o r t h e e a r n i n g o f B o n u s e s b a s e d o n a P e r f o r m a n c e P e r i o d a p p l i c a b l e t o e a c h
5 P a r t i c i p a n t o r c l a s s o f P a r t i c i p a n t s i n w r i t i n g p r i o r t o t h e b e g i n n i n g o f t h e a p p l i c a b l e P e r f o r m a n c e P e r i o d o r , a t s u c h l a t e r d a t e a s d e t e r m i n e d b y t h e C o m m i t t e e i n i t s s o l e d i s c r e t i o n , p r o v i d e d t h a t t h e o u t c o m e o f s u c h p e r f o r m a n c e g o a l s i s s u b s t a n t i a l l y u n c e r t a i n a t t h e t i m e t h e y a r e e s t a b l i s h e d . T h e p e r f o r m a n c e g o a l s m a y b e b a s e d u p o n t h e a t t a i n m e n t o f s p e c i f i e d l e v e l s o f C o m p a n y ( o r s u b s i d i a r y , d i v i s i o n o r o t h e r o p e r a t i o n a l u n i t o f t h e C o m p a n y ) p e r f o r m a n c e e i t h e r o n a n a b s o l u t e b a s i s o r r e l a t i v e t o t h e p e r f o r m a n c e o f o t h e r c o r p o r a t i o n s a n d / o r o n a n i n d i v i d u a l P a r t i c i p a n t ’ s p e r f o r m a n c e , i n a n y e v e n t , a s d e t e r m i n e d b y t h e C o m m i t t e e i n i t s s o l e d i s c r e t i o n . ( b ) A d j u s t m e n t s . I n e v a l u a t i n g w h e t h e r a n d t o w h a t e x t e n t a p e r f o r m a n c e g o a l h a s b e e n s a t i s f i e d w i t h r e s p e c t t o a P e r f o r m a n c e P e r i o d , t h e C o m m i t t e e m a y , i n i t s s o l e d i s c r e t i o n , a d j u s t t h e p e r f o r m a n c e g o a l s t o r e f l e c t , o r d i s r e g a r d a n d e x c l u d e t h e i m p a c t o f , u n a n t i c i p a t e d , e x t e r n a l o r o t h e r i t e m s , e v e n t s , o c c u r r e n c e s o r c i r c u m s t a n c e s d e t e r m i n e d b y t h e
C o m m i t t e e , i n c l u d i n g , b u t n o t l i m i t e d t o : ( i ) r e s t r u c t u r i n g s , d i s c o n t i n u e d o p e r a t i o n s , d i s p o s a l o f a b u s i n e s s , e x t r a o r d i n a r y i t e m s , a n d o t h e r u n u s u a l o r n o n - r e c u r r i n g c h a r g e s , e v e n t s o r c i r c u m s t a n c e s , ( i i ) a n e v e n t e i t h e r n o t d i r e c t l y r e l a t e d t o t h e o p e r a t i o n s o f t h e C o m p a n y ( o r a s u b s i d i a r y , d i v i s i o n o r o t h e r o p e r a t i o n a l u n i t o f t h e C o m p a n y ) o r n o t w i t h i n t h e r e a s o n a b l e c o n t r o l o f t h e C o m p a n y ’ s m a n a g e m e n t , ( i i i ) t h e o p e r a t i o n s o f a n y b u s i n e s s a c q u i r e d b y t h e C o m p a n y ( o r a s u b s i d i a r y , d i v i s i o n o r o t h e r o p e r a t i o n a l u n i t o f t h e C o m p a n y ) , ( i v ) a c h a n g e i n a c c o u n t i n g s t a n d a r d s r e q u i r e d b y g e n e r a l l y a c c e p t e d a c c o u n t i n g p r i n c i p l e s , o r ( v ) t h e e f f e c t o f c h a n g e s i n l a w s o r p r o v i s i o n s a f f e c t i n g r e p o r t e d r e s u l t s . ( c ) P e r f o r m a n c e E v a l u a t i o n . W i t h i n a r e a s o n a b l e t i m e a f t e r t h e c l o s e o f a P e r f o r m a n c e P e r i o d , t h e C o m m i t t e e s h a l l d e t e r m i n e w h e t h e r t h e p e r f o r m a n c e g o a l s e s t a b l i s h e d f o r t h a t P e r f o r m a n c e P e r i o d h a v e b e e n m e t . ( d ) B o n u s e s . T h e a m o u n t o f t h e B o n u s p a i d t o e a c h P a r t i c i p a n t s h a l l b e d e t e r m i n e d b y t h e C o m m i t t e e . F o r t h e
a v o i d a n c e o f d o u b t , f o r a n y P e r f o r m a n c e P e r i o d , a n d d e s p i t e t h e e s t a b l i s h e d p e r f o r m a n c e g o a l s , t h e C o m m i t t e e s h a l l r e t a i n t h e d i s c r e t i o n t o i n c r e a s e o r d e c r e a s e t h e a m o u n t o f , o r e l i m i n a t e e n t i r e l y , t h e B o n u s t o a n y P a r t i c i p a n t b a s e d o n i t s r e v i e w o f t h e p e r f o r m a n c e g o a l s f o r e a c h P a r t i c i p a n t p u r s u a n t t o S e c t i o n 4 ( c ) a n d t h e i n d i v i d u a l p e r f o r m a n c e o f s u c h P a r t i c i p a n t o r s u c h o t h e r f a c t o r s a s i t d e e m s n e c e s s a r y o r a p p r o p r i a t e . ( e ) P a y m e n t o r D e f e r r a l o f t h e B o n u s . ( i ) P a y m e n t ; W i t h h o l d i n g . S u b j e c t t o S e c t i o n 4 ( e ) ( i i ) , t h e C o m p a n y s h a l l p a y t h e B o n u s t o t h e P a r t i c i p a n t f o l l o w i n g t h e C o m m i t t e e ’ s d e t e r m i n a t i o n u n d e r S e c t i o n 4 ( d ) o f t h e a m o u n t o f t h e B o n u s , b u t i n a n y e v e n t , w i t h i n t h e t w o a n d o n e - h a l f m o n t h p e r i o d f o l l o w i n g t h e e n d o f t h e P e r f o r m a n c e P e r i o d . T h e C o m p a n y s h a l l h a v e t h e r i g h t t o d e d u c t f r o m a n y B o n u s a n y a p p l i c a b l e i n c o m e a n d e m p l o y m e n t t a x e s a n d a n y o t h e r a m o u n t s t h a t t h e C o m p a n y i s o t h e r w i s e r e q u i r e d o r p e r m i t t e d t o d e d u c t . ( i i ) D e f e r r a l . S u b j e c t t o S e c t i o n 7 ( k ) ( r e g a r d i n g C o d e S e c t i o n 4 0 9 A ) a n d
s u b j e c t t o t h e C o m m i t t e e ’ s a p p r o v a l a n d a p p l i c a b l e l a w , a P a r t i c i p a n t m a y r e q u e s t t h a t p a y m e n t o f a B o n u s b e d e f e r r e d u n d e r a d e f e r r e d c o m p e n s a t i o n a r r a n g e m e n t m a i n t a i n e d b y t h e C o m p a n y b y m a k i n g a d e f e r r a l e l e c t i o n p r i o r t o , o r a s p e r m i t t e d , d u r i n g t h e P e r f o r m a n c e P e r i o d , p u r s u a n t t o s u c h r u l e s a n d p r o c e d u r e s a s t h e C o m m i t t e e m a y e s t a b l i s h f r o m t i m e t o t i m e w i t h r e s p e c t t o s u c h a r r a n g e m e n t .
6 ( f ) E l i g i b i l i t y f o r P a y m e n t s ; E f f e c t o f T e r m i n a t i o n o f E m p l o y m e n t ; E f f e c t o f C h a n g e i n C o n t r o l . ( i ) E x c e p t a s o t h e r w i s e d e t e r m i n e d b y t h e C o m m i t t e e o r p r o v i d e d i n S e c t i o n 4 ( f ) ( i i ) , ( i i i ) o r ( i v ) b e l o w , a P a r t i c i p a n t s h a l l b e e l i g i b l e t o r e c e i v e a B o n u s f o r a P e r f o r m a n c e P e r i o d o n l y i f s u c h P a r t i c i p a n t i s e m p l o y e d i n g o o d s t a n d i n g b y t h e C o m p a n y c o n t i n u o u s l y f r o m t h e b e g i n n i n g o f t h e P e r f o r m a n c e P e r i o d t h r o u g h t h e p a y m e n t o f t h e B o n u s . A c c o r d i n g l y , e x c e p t a s e x p r e s s l y p r o v i d e d o t h e r w i s e i n a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n c o n t r o l a g r e e m e n t , o r o t h e r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d a P a r t i c i p a n t , i n t h e e v e n t o f a T e r m i n a t i o n o f E m p l o y m e n t , a P a r t i c i p a n t ’ s B o n u s w i l l b e i m m e d i a t e l y a n d a u t o m a t i c a l l y f o r f e i t e d a n d c a n c e l e d f o r n o c o n s i d e r a t i o n t o t h e P a r t i c i p a n t . N o t w i t h s t a n d i n g t h e f o r e g o i n g , t h e C o m m i t t e e r e t a i n s t h e d i s c r e t i o n t o a c c e l e r a t e o r p r o v i d e f o r p a y m e n t i n w h o l e o r p a r t o f a n y B o n u s . F o r t h e a v o i d a n c e o f d o u b t , i f a P a r t i c i p a n t h a s a n
e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n c o n t r o l a g r e e m e n t , o r o t h e r s i m i l a r a g r e e m e n t i n e f f e c t w i t h t h e C o m p a n y o r a n A f f i l i a t e t h a t a d d r e s s e s t h e t r e a t m e n t o f t h e P a r t i c i p a n t ’ s B o n u s e s i n t h e e v e n t o f a p a r t i c u l a r T e r m i n a t i o n o f E m p l o y m e n t , a n d e i t h e r s u c h a g r e e m e n t o r t h e P l a n p r o v i d e s f o r m o r e f a v o r a b l e t r e a t m e n t w i t h r e s p e c t t o a s p e c i f i c t y p e o f T e r m i n a t i o n o f E m p l o y m e n t , t h e m o r e f a v o r a b l e t r e a t m e n t ( i n s u c h a g r e e m e n t o r i n t h e P l a n ) s h a l l c o n t r o l a s t o t h e P a r t i c i p a n t a n d s u c h B o n u s w i t h r e s p e c t t o s u c h T e r m i n a t i o n o f E m p l o y m e n t ; p r o v i d e d , h o w e v e r , t h a t t h e r e w i l l b e n o d u p l i c a t i o n o f b e n e f i t s ( i . e . , t h e P a r t i c i p a n t w i l l n o t r e c e i v e a B o n u s p a y o u t f o r a P e r f o r m a n c e P e r i o d u n d e r b o t h t h e P l a n a n d s u c h o t h e r e m p l o y m e n t , s e v e r a n c e , o r c h a n g e i n c o n t r o l a g r e e m e n t ) . ( i i ) T e r m i n a t i o n o f E m p l o y m e n t d u e t o d e a t h o r D i s a b i l i t y . I n t h e e v e n t o f a P a r t i c i p a n t ’ s T e r m i n a t i o n o f E m p l o y m e n t d u e t o d e a t h o r D i s a b i l i t y , t h e P a r t i c i p a n t w i l l r e c e i v e p a y m e n t o f ( I ) a n y B o n u s f o r a P e r f o r m a n c e P e r i o d
t h a t e n d e d p r i o r t o t h e T e r m i n a t i o n o f E m p l o y m e n t , b a s e d o n a c t u a l p e r f o r m a n c e a n d p a y a b l e a t t h e t i m e s e t f o r t h i n S e c t i o n 4 ( e ) ( i ) , a n d ( I I ) i f t h e d a t e o f t h e T e r m i n a t i o n o f E m p l o y m e n t o c c u r s w i t h i n t h e l a s t s i x ( 6 ) m o n t h s o f a P e r f o r m a n c e P e r i o d , a n y B o n u s f o r t h e P e r f o r m a n c e P e r i o d i n w h i c h t h e t e r m i n a t i o n d a t e o c c u r s , b a s e d o n a c t u a l p e r f o r m a n c e a n d p a y a b l e a t t h e t i m e s e t f o r t h i n S e c t i o n 4 ( e ) ( i ) , p r o r a t e d f o r t h e n u m b e r o f f u l l c a l e n d a r m o n t h s t h e P a r t i c i p a n t w a s e m p l o y e d b y t h e C o m p a n y d u r i n g t h e P e r f o r m a n c e P e r i o d . ( i i i ) T e r m i n a t i o n o f E m p l o y m e n t b y t h e C o m p a n y w i t h o u t C a u s e . I n t h e e v e n t o f a P a r t i c i p a n t ’ s T e r m i n a t i o n o f E m p l o y m e n t b y t h e C o m p a n y w i t h o u t C a u s e t h a t o c c u r s f o l l o w i n g t h e e n d o f a n y a p p l i c a b l e P e r f o r m a n c e P e r i o d b u t p r i o r t o t h e d a t e o f p a y m e n t f o r t h e B o n u s i n r e s p e c t o f s u c h P e r f o r m a n c e P e r i o d , t o t h e e x t e n t t h a t t h e P a r t i c i p a n t t i m e l y e x e c u t e s , d e l i v e r s , a n d d o e s n o t r e v o k e a g e n e r a l w a i v e r a n d r e l e a s e o f c l a i m s i n a f o r m p r o v i d e d b y t h e C o m p a n y ( t h e “ R e l e a s e ” ) , t h e P a r t i c i p a n t
w i l l r e c e i v e p a y m e n t o f s u c h B o n u s f o r s u c h P e r f o r m a n c e P e r i o d t h a t e n d e d p r i o r t o t h e d a t e o n w h i c h t h e T e r m i n a t i o n o f E m p l o y m e n t o c c u r s , b a s e d o n a c t u a l p e r f o r m a n c e a n d p a y a b l e a t t h e t i m e s e t f o r t h i n S e c t i o n 4 ( e ) ( i ) . F o r t h e a v o i d a n c e o f d o u b t , i f t h e d a t e o f t h e T e r m i n a t i o n o f E m p l o y m e n t w i t h o u t C a u s e b y
7 t h e C o m p a n y o c c u r s w i t h i n a P e r f o r m a n c e P e r i o d , t h e P a r t i c i p a n t s h a l l f o r f e i t a n y B o n u s f o r t h e P e r f o r m a n c e P e r i o d i n w h i c h t h e t e r m i n a t i o n d a t e o c c u r s . ( i v ) T e r m i n a t i o n o f E m p l o y m e n t i n C o n n e c t i o n w i t h a C h a n g e i n C o n t r o l . U n l e s s a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n c o n t r o l a g r e e m e n t , o r o t h e r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e C o m p a n y o r a n A f f i l i a t e a n d a P a r t i c i p a n t p r o v i d e s f o r m o r e f a v o r a b l e t r e a t m e n t , i n t h e e v e n t o f a P a r t i c i p a n t ’ s T e r m i n a t i o n o f E m p l o y m e n t b y t h e C o m p a n y w i t h o u t C a u s e , w i t h i n t h e n i n e t y ( 9 0 ) d a y s p r i o r t o o r t h e t w o ( 2 ) y e a r s f o l l o w i n g a C h a n g e i n C o n t r o l a n d t o t h e e x t e n t t h a t t h e P a r t i c i p a n t t i m e l y e x e c u t e s , d e l i v e r s , a n d d o e s n o t r e v o k e a R e l e a s e , t h e n n o t w i t h s t a n d i n g a n y t h i n g h e r e i n t o t h e c o n t r a r y , t h e P a r t i c i p a n t w i l l r e c e i v e p a y m e n t o f ( i ) a n y B o n u s f o r a P e r f o r m a n c e P e r i o d t h a t e n d e d p r i o r t o t h e T e r m i n a t i o n o f E m p l o y m e n t , b a s e d o n a c t u a l p e r f o r m a n c e a n d p a y a b l e w i t h i n t h i r t y ( 3 0 ) d a y s f o l l o w i n g t h e l a t e r o f t h e e f f e c t i v e d a t e o f t h e C h a n g e i n C o n t r o l
o r t h e e x p i r a t i o n o f t h e a p p l i c a b l e r e v o c a t i o n p e r i o d f o r t h e R e l e a s e , a n d ( i i ) a n y B o n u s f o r t h e P e r f o r m a n c e P e r i o d i n w h i c h t h e t e r m i n a t i o n d a t e o c c u r s , a t t h e t a r g e t l e v e l o f p e r f o r m a n c e a n d p a y a b l e w i t h i n t h i r t y ( 3 0 ) d a y s f o l l o w i n g t h e l a t e r o f t h e e f f e c t i v e d a t e o f t h e C h a n g e i n C o n t r o l o r t h e e x p i r a t i o n o f t h e a p p l i c a b l e r e v o c a t i o n p e r i o d f o r t h e R e l e a s e , p r o r a t e d f o r t h e n u m b e r o f f u l l c a l e n d a r m o n t h s t h e P a r t i c i p a n t w a s e m p l o y e d b y t h e C o m p a n y d u r i n g t h e P e r f o r m a n c e P e r i o d . ( g ) B r e a c h o f R e s t r i c t i v e C o v e n a n t s . N o t w i t h s t a n d i n g a n y t h i n g h e r e i n t o t h e c o n t r a r y , i n t h e e v e n t t h a t a P a r t i c i p a n t b r e a c h e s a n y w r i t t e n c o n f i d e n t i a l i t y , i n t e l l e c t u a l p r o p e r t y r i g h t s a s s i g n m e n t , n o n - c o m p e t i t i o n , n o n - s o l i c i t a t i o n , n o n - d i s p a r a g e m e n t o r o t h e r w r i t t e n r e s t r i c t i v e c o v e n a n t a g r e e m e n t b e t w e e n t h e P a r t i c i p a n t a n d t h e C o m p a n y o r a n A f f i l i a t e t h e r e o f p r i o r t o t h e d a t e o f p a y m e n t o f a n y B o n u s , t h e P a r t i c i p a n t s h a l l f o r f e i t s u c h B o n u s . S e c t i o n 5 . A d m i n i s t r a t i o n . ( a ) G e n e r a l A d m i n i s t r a t i o n . T h e P l a n s h a l l b e a d m i n i s t e r e d b y t h e
C o m m i t t e e . S u b j e c t t o t h e t e r m s a n d c o n d i t i o n s o f t h e P l a n , t h e C o m m i t t e e i s a u t h o r i z e d a n d e m p o w e r e d i n i t s s o l e d i s c r e t i o n t o s e l e c t o r a p p r o v e P a r t i c i p a n t s a n d t o a w a r d p o t e n t i a l B o n u s e s i n s u c h a m o u n t s a n d u p o n s u c h t e r m s a n d c o n d i t i o n s a s i t s h a l l d e t e r m i n e . ( b ) D e l e g a t i o n . T h e C h i e f E x e c u t i v e O f f i c e r ( o r h i s o r h e r d e s i g n e e ) s h a l l p o s s e s s a l l o f t h e C o m m i t t e e ’ s d u t i e s a n d a u t h o r i t y u n d e r t h e P l a n w i t h r e s p e c t t o B o n u s e s t h a t m a y b e p a y a b l e t o P a r t i c i p a n t s w h o a r e n o t C o r p o r a t e O f f i c e r s , i n c l u d i n g b u t n o t l i m i t e d t o s u c h d u t i e s a n d a u t h o r i t y a s a r e s e t f o r t h i n S e c t i o n s 3 a n d 4 , p r o v i d e d t h a t t h e C o m m i t t e e s h a l l h a v e t h e p o w e r a n d a u t h o r i t y t o r e m o v e f r o m t h e C h i e f E x e c u t i v e O f f i c e r a n y a n d a l l d u t i e s a n d a u t h o r i t y p r o v i d e d f o r u n d e r t h i s S e c t i o n 5 ( b ) . F o r p u r p o s e s o f t h i s P l a n , r e f e r e n c e s t o t h e C o m m i t t e e s h a l l b e d e e m e d t o r e f e r t o t h e a p p l i c a b l e d u l y a u t h o r i z e d d e l e g a t e o r d e s i g n e e w i t h r e s p e c t t o m a t t e r s d e l e g a t e d t o s u c h p e r s o n . ( c ) A d m i n i s t r a t i v e R u l e s . T h e C o m m i t t e e s h a l l h a v e f u l l p o w e r a n d a u t h o r i t y t o
a d o p t , a m e n d a n d r e s c i n d a d m i n i s t r a t i v e g u i d e l i n e s , r u l e s a n d r e g u l a t i o n s p e r t a i n i n g t o t h e P l a n a n d t o i n t e r p r e t t h e P l a n a n d r u l e o n a n y q u e s t i o n s r e s p e c t i n g a n y o f i t s p r o v i s i o n s , t e r m s a n d c o n d i t i o n s .
8 ( d ) C o m m i t t e e M e m b e r s N o t L i a b l e . T h e C o m m i t t e e a n d e a c h o f i t s m e m b e r s s h a l l b e e n t i t l e d t o r e l y u p o n c e r t i f i c a t e s o f a p p r o p r i a t e o f f i c e r s o f t h e C o m p a n y w i t h r e s p e c t t o f i n a n c i a l a n d s t a t i s t i c a l d a t a i n o r d e r t o d e t e r m i n e i f t h e p e r f o r m a n c e g o a l s f o r a P e r f o r m a n c e P e r i o d h a v e b e e n m e t . N e i t h e r t h e C o m m i t t e e n o r a n y m e m b e r t h e r e o f s h a l l b e l i a b l e f o r a n y a c t i o n o r d e t e r m i n a t i o n m a d e i n g o o d f a i t h w i t h r e s p e c t t o t h e P l a n o r a n y B o n u s m a d e h e r e u n d e r . ( e ) D e c i s i o n s B i n d i n g . A l l d e c i s i o n s , a c t i o n s a n d i n t e r p r e t a t i o n s o f t h e C o m m i t t e e c o n c e r n i n g t h e P l a n s h a l l b e f i n a l a n d b i n d i n g o n t h e C o m p a n y a n d i t s A f f i l i a t e s a n d t h e i r r e s p e c t i v e b o a r d s o f d i r e c t o r s , a n d o n a l l P a r t i c i p a n t s a n d o t h e r p e r s o n s c l a i m i n g r i g h t s u n d e r t h e P l a n , a n d a l l s u c h d e c i s i o n s , a c t i o n s a n d i n t e r p r e t a t i o n s o f t h e C o m m i t t e e c o n c e r n i n g t h e P l a n s h a l l b e a f f o r d e d t h e m a x i m u m d e f e r e n c e u n d e r a p p l i c a b l e l a w . S e c t i o n 6 . A m e n d m e n t ; T e r m i n a t i o n . T h e P l a n m a y b e a m e n d e d o r t e r m i n a t e d b y t h e B o a r d o r t h e C o m m i t t e e , a n d a n y s u c h a m e n d m e n t
s h a l l r e q u i r e s h a r e h o l d e r a p p r o v a l o n l y t o t h e e x t e n t r e q u i r e d b y a p p l i c a b l e l a w , i n c l u d i n g f o r t h e s e p u r p o s e s D e p a r t m e n t o f t h e T r e a s u r y o r S e c u r i t i e s a n d E x c h a n g e C o m m i s s i o n r e g u l a t i o n s , t h e r u l e s o f t h e N a s d a q S t o c k M a r k e t o r a n y o t h e r a p p l i c a b l e e x c h a n g e o r a n y o t h e r a p p l i c a b l e l a w o r r e g u l a t i o n s . A l l a m e n d m e n t s t o t h e P l a n , i n c l u d i n g a n a m e n d m e n t t o t e r m i n a t e t h e P l a n , s h a l l b e i n w r i t i n g . U n l e s s o t h e r w i s e e x p r e s s l y p r o v i d e d b y t h e B o a r d o r t h e C o m m i t t e e , n o a m e n d m e n t t o t h e P l a n s h a l l a p p l y t o p o t e n t i a l B o n u s e s w i t h r e s p e c t t o a P e r f o r m a n c e P e r i o d t h a t b e g a n b e f o r e t h e e f f e c t i v e d a t e o f s u c h a m e n d m e n t . S e c t i o n 7 . O t h e r P r o v i s i o n s . ( a ) D u r a t i o n o f t h e P l a n . T h e P l a n i s e f f e c t i v e a s o f t h e E f f e c t i v e D a t e . T h e P l a n s h a l l r e m a i n i n e f f e c t u n t i l a l l B o n u s e s m a d e u n d e r t h e P l a n h a v e b e e n p a i d o r f o r f e i t e d u n d e r t h e t e r m s o f t h e P l a n a n d a l l P e r f o r m a n c e P e r i o d s r e l a t e d t o B o n u s e s m a d e u n d e r t h e P l a n h a v e e x p i r e d . ( b ) B o n u s e s N o t A s s i g n a b l e . N o B o n u s o r a n y r i g h t t h e r e t o s h a l l b e a s s i g n a b l e o r t r a n s f e r a b l e b y a
P a r t i c i p a n t e x c e p t b y w i l l o r b y t h e l a w s o f d e s c e n t a n d d i s t r i b u t i o n . A n y o t h e r a t t e m p t e d a s s i g n m e n t o r a l i e n a t i o n s h a l l b e v o i d a n d o f n o f o r c e o r e f f e c t . ( c ) R i g h t s o f P a r t i c i p a n t s . T h e r i g h t o f a n y P a r t i c i p a n t t o r e c e i v e a n y p a y m e n t s u n d e r a B o n u s g r a n t e d t o s u c h P a r t i c i p a n t a n d a p p r o v e d b y t h e C o m m i t t e e p u r s u a n t t o t h e p r o v i s i o n s o f t h e P l a n s h a l l b e a n u n s e c u r e d c l a i m a g a i n s t t h e g e n e r a l a s s e t s o f t h e C o m p a n y . T h e P l a n s h a l l n o t c r e a t e , n o r b e c o n s t r u e d i n a n y m a n n e r a s h a v i n g c r e a t e d , a n y r i g h t b y a P a r t i c i p a n t t o a n y B o n u s f o r a P e r f o r m a n c e P e r i o d b e c a u s e o f a P a r t i c i p a n t ’ s p a r t i c i p a t i o n i n t h e P l a n f o r a n y p r i o r P e r f o r m a n c e P e r i o d o r o t h e r w i s e . T h e a p p l i c a t i o n o f t h e P l a n t o o n e P a r t i c i p a n t s h a l l n o t c r e a t e , n o r b e c o n s t r u e d i n a n y m a n n e r a s h a v i n g c r e a t e d , a n y r i g h t b y a n o t h e r P a r t i c i p a n t t o s i m i l a r o r u n i f o r m t r e a t m e n t u n d e r t h e P l a n . S o l e l y w i t h r e s p e c t t o a P a r t i c i p a n t w h o i s p a r t y t o a n e m p l o y m e n t a g r e e m e n t , s e v e r a n c e a g r e e m e n t , c h a n g e i n c o n t r o l a g r e e m e n t , o r o t h e r s i m i l a r a g r e e m e n t i n e f f e c t b e t w e e n t h e
C o m p a n y o r a n A f f i l i a t e a n d s u c h P a r t i c i p a n t , t h e p r o v i s i o n s o f t h e P l a n a r e i n a l l r e s p e c t s s u b j e c t t o t h e t e r m s a n d c o n d i t i o n s o f s u c h a g r e e m e n t a s i f t h e y w e r e s e t f o r t h f u l l y h e r e i n .
9 ( d ) T e r m i n a t i o n o f E m p l o y m e n t . T h e C o m p a n y r e t a i n s t h e r i g h t t o t e r m i n a t e t h e e m p l o y m e n t o f a n y P a r t i c i p a n t o r o t h e r e m p l o y e e a t a n y t i m e f o r a n y r e a s o n o r n o r e a s o n , a n d a B o n u s i s n o t , a n d s h a l l n o t b e c o n s t r u e d i n a n y m a n n e r t o b e , a w a i v e r o f s u c h r i g h t . ( e ) E x c l u s i o n f r o m B e n e f i t s . B o n u s e s u n d e r t h e P l a n s h a l l n o t c o n s t i t u t e c o m p e n s a t i o n f o r t h e p u r p o s e o f d e t e r m i n i n g p a r t i c i p a t i o n o r b e n e f i t s u n d e r a n y o t h e r p l a n o f t h e C o m p a n y u n l e s s s p e c i f i c a l l y i n c l u d e d a s c o m p e n s a t i o n i n s u c h p l a n . ( f ) S u c c e s s o r s . A n y s u c c e s s o r ( w h e t h e r d i r e c t o r i n d i r e c t , b y p u r c h a s e , m e r g e r , c o n s o l i d a t i o n o r o t h e r w i s e ) t o a l l o r s u b s t a n t i a l l y a l l o f t h e C o m p a n y ’ s b u s i n e s s o r a s s e t s , s h a l l a s s u m e t h e C o m p a n y ’ s l i a b i l i t i e s u n d e r t h e P l a n a n d p e r f o r m a n y d u t i e s a n d r e s p o n s i b i l i t i e s i n t h e s a m e m a n n e r a n d t o t h e s a m e e x t e n t t h a t t h e C o m p a n y w o u l d b e r e q u i r e d t o p e r f o r m i f n o s u c h s u c c e s s i o n h a d t a k e n p l a c e . ( g ) G o v e r n i n g L a w . T h e P l a n a n d a c t i o n s t a k e n i n c o n n e c t i o n h e r e w i t h s h a l l b e g o v e r n e d a n d c o n s t r u e d i n a c c o r d a n c e w i t h t h e l a w s o f
t h e S t a t e o f N e w Y o r k ( r e g a r d l e s s o f t h e l a w t h a t m i g h t o t h e r w i s e g o v e r n u n d e r a p p l i c a b l e N e w Y o r k p r i n c i p l e s o f c o n f l i c t o f l a w s ) . ( h ) H e a d i n g s . A n y h e a d i n g s p r e c e d i n g t h e t e x t o f t h e s e v e r a l s e c t i o n s , s u b s e c t i o n s , o r p a r a g r a p h s h e r e o f a r e i n s e r t e d s o l e l y f o r c o n v e n i e n c e o f r e f e r e n c e a n d s h a l l n o t c o n s t i t u t e a p a r t o f t h e P l a n , n o r s h a l l t h e y a f f e c t i t s m e a n i n g , c o n s t r u c t i o n o r e f f e c t . ( i ) S e v e r a b i l i t y . I f a n y p r o v i s i o n o f t h e P l a n i s d e t e r m i n e d t o b e v o i d b y a n y c o u r t o f c o m p e t e n t j u r i s d i c t i o n , t h e P l a n s h a l l c o n t i n u e t o o p e r a t e a n d , f o r t h e p u r p o s e s o f t h e j u r i s d i c t i o n o f t h e c o u r t o n l y , s h a l l b e d e e m e d n o t t o i n c l u d e t h e p r o v i s i o n d e t e r m i n e d t o b e v o i d . ( j ) O f f s e t s . T o t h e e x t e n t p e r m i t t e d b y l a w , t h e C o m p a n y s h a l l h a v e t h e r i g h t t o o f f s e t f r o m a n y B o n u s p a y a b l e h e r e u n d e r a n y a m o u n t t h a t t h e P a r t i c i p a n t o w e s t o t h e C o m p a n y o r a n y A f f i l i a t e w i t h o u t t h e c o n s e n t o f t h e P a r t i c i p a n t ( o r t h e P a r t i c i p a n t ’ s b e n e f i c i a r y , i n t h e e v e n t o f t h e P a r t i c i p a n t ’ s d e a t h ) . ( k ) C o d e S e c t i o n 4 0 9 A . ( i ) A l t h o u g h t h e C o m p a n y d o e s n o t g u a r a n t e e t h e
p a r t i c u l a r t a x t r e a t m e n t o f a n y B o n u s a w a r d e d u n d e r t h e P l a n , a m o u n t s p a i d u n d e r t h e P l a n a r e i n t e n d e d t o c o m p l y w i t h , o r b e e x e m p t f r o m , t h e a p p l i c a b l e r e q u i r e m e n t s o f C o d e S e c t i o n 4 0 9 A a n d t h e P l a n a n d a n y B o n u s s h a l l b e l i m i t e d , c o n s t r u e d a n d i n t e r p r e t e d i n a c c o r d a n c e w i t h s u c h i n t e n t . I n n o e v e n t w h a t s o e v e r s h a l l t h e C o m p a n y o r a n y o f i t s A f f i l i a t e s b e l i a b l e f o r a n y a d d i t i o n a l t a x , i n t e r e s t o r p e n a l t i e s t h a t m a y b e i m p o s e d o n a P a r t i c i p a n t b y C o d e S e c t i o n 4 0 9 A o r a n y d a m a g e s f o r f a i l i n g t o c o m p l y w i t h C o d e S e c t i o n 4 0 9 A . ( i i ) N o t w i t h s t a n d i n g a n y t h i n g h e r e i n t o t h e c o n t r a r y , t h e f o l l o w i n g p r o v i s i o n s s h a l l a p p l y t o a n y B o n u s u n d e r t h e P l a n t h a t c o n s t i t u t e s n o n q u a l i f i e d d e f e r r e d c o m p e n s a t i o n p u r s u a n t t o S e c t i o n 4 0 9 A ( a “ 4 0 9 A C o v e r e d B o n u s ” ) : ( A ) A t e r m i n a t i o n o f e m p l o y m e n t s h a l l n o t b e d e e m e d t o h a v e o c c u r r e d f o r p u r p o s e s o f a n y p r o v i s i o n o f a 4 0 9 A C o v e r e d B o n u s p r o v i d i n g f o r p a y m e n t u p o n o r f o l l o w i n g a t e r m i n a t i o n o f t h e P a r t i c i p a n t ’ s e m p l o y m e n t
1 0 u n l e s s s u c h t e r m i n a t i o n i s a l s o a “ S e p a r a t i o n f r o m S e r v i c e ” w i t h i n t h e m e a n i n g o f C o d e S e c t i o n 4 0 9 A a n d , f o r p u r p o s e s o f a n y s u c h p r o v i s i o n o f t h e 4 0 9 A C o v e r e d B o n u s , r e f e r e n c e s t o a “ t e r m i n a t i o n , ” “ t e r m i n a t i o n o f e m p l o y m e n t ” o r l i k e t e r m s s h a l l m e a n S e p a r a t i o n f r o m S e r v i c e . N o t w i t h s t a n d i n g a n y p r o v i s i o n h e r e i n t o t h e c o n t r a r y , i f t h e P a r t i c i p a n t i s d e e m e d o n t h e d a t e o f t h e P a r t i c i p a n t ’ s T e r m i n a t i o n o f E m p l o y m e n t t o b e a “ s p e c i f i e d e m p l o y e e ” w i t h i n t h e m e a n i n g o f t h a t t e r m u n d e r C o d e S e c t i o n 4 0 9 A ( a ) ( 2 ) ( B ) a n d u s i n g t h e i d e n t i f i c a t i o n m e t h o d o l o g y s e l e c t e d b y t h e C o m p a n y f r o m t i m e t o t i m e , o r i f n o n e , t h e d e f a u l t m e t h o d o l o g y s e t f o r t h i n C o d e S e c t i o n 4 0 9 A , t h e n w i t h r e g a r d t o a n y s u c h p a y m e n t u n d e r a 4 0 9 A C o v e r e d B o n u s , t o t h e e x t e n t r e q u i r e d t o b e d e l a y e d i n c o m p l i a n c e w i t h C o d e S e c t i o n 4 0 9 A ( a ) ( 2 ) ( B ) , s u c h p a y m e n t s h a l l n o t b e m a d e p r i o r t o t h e e a r l i e r o f ( i ) t h e e x p i r a t i o n o f t h e s i x ( 6 ) - m o n t h p e r i o d m e a s u r e d f r o m t h e d a t e o f t h e P a r t i c i p a n t ’ s S e p a r a t i o n f r o m S e r v i c e , a n d ( i i ) t h e d a t e o f t h e
P a r t i c i p a n t ’ s d e a t h . A l l p a y m e n t s d e l a y e d p u r s u a n t t o t h i s S e c t i o n 7 ( k ) ( i i ) ( A ) s h a l l b e p a i d t o t h e P a r t i c i p a n t o n t h e f i r s t d a y o f t h e s e v e n t h m o n t h f o l l o w i n g t h e d a t e o f t h e P a r t i c i p a n t ’ s S e p a r a t i o n f r o m S e r v i c e o r , i f e a r l i e r , o n t h e d a t e o f t h e P a r t i c i p a n t ’ s d e a t h . ( B ) W h e n e v e r a p a y m e n t u n d e r a 4 0 9 A C o v e r e d B o n u s s p e c i f i e s a p a y m e n t p e r i o d w i t h r e f e r e n c e t o a n u m b e r o f d a y s , t h e a c t u a l d a t e o f p a y m e n t w i t h i n t h e s p e c i f i e d p e r i o d s h a l l b e w i t h i n t h e s o l e d i s c r e t i o n o f t h e C o m p a n y . I n n o e v e n t s h a l l t h e t i m i n g o f a P a r t i c i p a n t ’ s e x e c u t i o n o f t h e R e l e a s e , d i r e c t l y o r i n d i r e c t l y , r e s u l t i n t h e P a r t i c i p a n t ’ s d e s i g n a t i n g t h e c a l e n d a r y e a r o f p a y m e n t , a n d i f a p a y m e n t t h a t i s s u b j e c t t o e x e c u t i o n o f t h e R e l e a s e c o u l d b e m a d e i n m o r e t h a n o n e t a x a b l e y e a r , p a y m e n t s h a l l b e m a d e i n t h e l a t e r t a x a b l e y e a r . E a c h a m o u n t o r b e n e f i t p a y a b l e p u r s u a n t t o t h i s P l a n s h a l l b e t r e a t e d a s a s e p a r a t e a n d d i s t i n c t p a y m e n t f o r p u r p o s e s o f C o d e S e c t i o n 4 0 9 A . ( l ) I n c e n t i v e C o m p e n s a t i o n R e c o u p m e n t P o l i c y . N o t w i t h s t a n d i n g a n y t h i n g h e r e i n t o
t h e c o n t r a r y , a l l B o n u s e s a r e s u b j e c t t o a n y i n c e n t i v e c o m p e n s a t i o n r e c o u p m e n t o r c l a w b a c k p o l i c y m a i n t a i n e d b y t h e C o m p a n y f r o m t i m e t o t i m e , i n c l u d i n g t h e B e d B a t h & B e y o n d I n c . C o m p e n s a t i o n R e c o u p m e n t P o l i c y , a s a m e n d e d f r o m t i m e t o t i m e .
Exhibit 21
SUBSIDIARIES OF BED BATH & BEYOND INC.
The following are all of the subsidiaries of Bed Bath & Beyond Inc. other than: (i) 100% owned subsidiaries of Bed 'n Bath Stores Inc. holding no
assets other than a single store lease and, in some cases, fully depreciated fixed assets; (ii) 100% owned subsidiaries of Harmon Stores, Inc. holding
no assets other than a single store lease and, in some cases, fully depreciated fixed assets; (iii) 100% owned subsidiaries of buybuy BABY, Inc.
holding no assets other than a single store lease and, in some cases, fully depreciated fixed assets; and (iv) omitted subsidiaries which in the
aggregated would not constitute a significant subsidiary.
Name Jurisdiction
Bed Bath & Beyond of California Limited Liability Company Delaware

Bed Bath & Beyond Canada L.P. Ontario
buybuy BABY, Inc. Delaware
Harmon Stores, Inc. Delaware
Liberty Procurement Co. Inc. New York
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Bed Bath and Beyond Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 33-63902, 33-87602, 333-18011, 333-75883, 333-64494, 333-126169,
333-182528, 333-227939, 333-234457, 333-238697, and 333-237972) on Form S-8 and in the registration statement (No. 333-197267) on Form S-3 of our
reports dated April 21, 2022, with respect to the consolidated financial statements of Bed Bath & Beyond Inc. and the effectiveness of internal
control over financial reporting.
/s/ KPMG LLP

April 21, 2022
Exhibit 31.1
CERTIFICATION
I, Mark J. Tritton, certify that:
1. I have reviewed this annual report on Form 10-K of Bed Bath & Beyond Inc.;
report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
Date: April 21, 2022 /s/ Mark J. Tritton
Mark J. Tritton
Exhibit 31.2
CERTIFICATION
I, Gustavo Arnal, certify that:
1. I have reviewed this annual report on Form 10-K of Bed Bath & Beyond Inc.;
report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
Date: April 21, 2022 /s/ Gustavo Arnal
Gustavo Arnal
(Principal Financial Officer)
Exhibit 32
CERTIFICATION
The undersigned, the Principal Executive Officer and Principal Financial Officer of Bed Bath & Beyond Inc. (the “Company”), hereby certify, to the
best of their knowledge and belief, that the Form 10-K of the Company for the annual period ended February 26, 2022, (the “Periodic Report”)
accompanying this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)) and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of
operations of the Company. The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the
Sarbanes - Oxley Act and is not intended to be used for any other purposes.
Date: April 21, 2022 /s/ Mark J. Tritton
Mark J. Tritton
/s/ Gustavo Arnal
Gustavo Arnal
(Principal Financial Officer)
EXHIBIT 20
UNITED STATES
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported) June 28, 2022

New York 0-20214 11-2250488

650 Liberty Avenue
(908) 688-0888

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
On June 28, 2022, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its
fiscal first quarter ended May 28, 2022. A copy of this press release is attached hereto as Exhibit 99.1.
On June 28, 2022, the Company published an Investor Presentation for its fiscal first quarter ended May 28, 2022 as noted in the press
The information in this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished under Items 2.02 and 7.01
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
(d) Exhibits:

99.1 Press Release issued by Bed Bath & Beyond Inc. on June 29, 2022.
99.2 Investor Presentation for the fiscal first quarter ended May 28, 2022.
SIGNATURES

(Registrant)
Date: June 28, 2022 By: /s/ Gustavo Arnal
Gustavo Arnal
Exhibit 99.1
BED BATH & BEYOND INC. REPORTS FISCAL 2022 FIRST QUARTER RESULTS (ENDING MAY 28t h, 2022)
Net Sales of $1,463M; Comparable Sales of (23)% Consistent with Early Quarter Trends as Previously Shared
GAAP Gross Margin of 23.9%; Adjusted Gross Margin of 23.8% including 840bps Impact from Transient Costs Related to Inventory
Markdown Reserves and Port-Related Supply Chain Fees
Excluding the Two Aforementioned Impacts, Q1 Adjusted Gross Margin of 32.2%
Announcing Aggressive Actions on Inventory, Cost and Capex
UNION, New Jersey, June 29, 2022 --- Bed Bath & Beyond Inc. (Nasdaq: BBBY) today reported financial results for the first quarter of Fiscal 2022
ended May 28, 2022.
May 28, May 29, May 28, May 29,
Diff Diff
2022 2021 2022 2021
Net Sales $ 1,463 $ 1,954 (25)% $ 1,463 $ 1,954 (25)%
Gross Margin 23.9% 32.4% -850bps 23.8% 34.9% -1,110bps
Net (Loss) Income $ (358) $ (51) $ (307) $ (225) $ 5 $ (230)
Adjusted2 EBITDA $ (224) $ 86 $ (310)
Adjusted2 EBITDA Margin (15.3) % 4.4% -1,970bps
EPS - Diluted $ (4.49) $ (0.48) $ (4.01) $ (2.83) $ 0.05 $ (2.88)
As announced earlier today in a separate press release, Sue Gove has been named Interim Chief Executive Officer, replacing Mark Tritton, who will
leave his role as President and Chief Executive Officer and as a member of the Board.
Ms. Gove commented, “I step into this role keenly aware of the macro-economic environment. In the quarter there was an acute shift in customer
sentiment and, since then, pressures have materially escalated. This includes steep inflation and fluctuations in purchasing patterns, leading to
significant dislocation in our sales and inventory that we will be working to actively resolve. The simple reality though is that our first quarter’s
results are not up to our expectations, nor are they reflective of the Company’s true potential. The initiatives we are instituting today are just the
first steps in putting our business on firm footing to drive our future success. I look forward to working with the Board, the management team, and
our Associates to immediately address our supply chain challenges, market share recapture, inventory and cash optimization, and cost structure
alignment.”
Q1 Highlights
• Net Sales of $1,463M declined (25)%, reflecting a Comparable1 Sales decline of (23)% and (2)% related to the impact from fleet optimization
activity
▪ Bed Bath & Beyond banner Comparable1 Sales decline of (27)% reflecting rapid shift in consumer spending patterns and declining
demand in Home sector
▪ buybuy BABY Comparable1 Sales of down mid-single digits commensurate with current market decline; Market share remains stable
• GAAP Gross Margin of 23.9%; Adjusted2 Gross Margin of 23.8%

▪ Adjusted2 Gross Margin reflects 840bps of negative transient costs vs. Q1 2021
▪ Transient costs reflect the impact of an inventory markdown reserve of (620bps) and supply chain-related port fees of (220bps)
▪ Excluding the aforementioned 840bps of transient costs, Q1 Adjusted2 Gross Margin of 32.2%
• Cash Flow from Operations of approximately $(0.4) billion, Cash Flow from Investing Activities of $(0.1) billion and Cash Flow from Financing
Activities of $0.2 billion
Fiscal 2022 First Quarter Results (ending May 28, 2022)
Net sales of $1,463M declined (25)%, reflecting a Comparable1 Sales decline of (23)% and (2)% related to the impact from fleet optimization activity.
• By channel, Comparable1 Sales declined (24)% in Stores and (21)% in Digital versus the fiscal 2021 first quarter.
• Bed Bath & Beyond banner Comparable1 Sales decreased (27)% compared to the prior year period. Results exclude the impact from the
Company’s previously announced store fleet optimization program, which began in the second half of fiscal 2020.
• The buybuy BABY banner Comparable1 Sales decreased in the mid-single digits compared to the Fiscal 2021 first quarter consistent with
market trends.
GAAP Gross Margin was 23.9% for the quarter. Excluding special items, Adjusted2 Gross Margin was 23.8%, inclusive of transient costs associated
with a 620 basis point negative impact from markdown inventory reserves and 220 basis point negative impact from supply chain-related port fees
compared to last year. Excluding the aforementioned 840 basis points of transient costs, Q1 Adjusted2 Gross Margin was 32.2%. The Company is
proactively working with suppliers to adjust future inventory receipts and accelerating markdowns in order to right-size inventory levels
commensurate with the declining sales trends.
SG&A expense on both a GAAP and Adjusted2 basis remain at lower levels compared to the prior year period, primarily due to cost reductions and
lower rent and occupancy expenses on a lower store base following the Company’s fleet optimization program. SG&A Margin for the quarter
increased on a GAAP and Adjusted2 basis versus last year due to lower Net Sales. Bed Bath & Beyond is in the midst of further refining its supply
chain infrastructure and adjusting cost structure to reflect lower sales levels. At the same time, the Company is pausing its new store and remodel
programs for the remainder of fiscal 2022 which is expected to reduce its Fiscal 2022 planned capital expenditures by a minimum of approximately
$100 million to $300 million from a prior expectation of approximately $400 million.
Adjusted2 EBITDA for the period was ($224) million reflecting lower Net Sales and lower Adjusted2 Gross Margin.
Net Loss per diluted share of ($4.49) for the quarter reflected approximately $1.66 of special items for the quarter. Excluding special items, Adjusted2
Net Loss per diluted share was ($2.83). Special items during the first quarter included restructuring and costs associated with the Company’s
transformation initiatives. Adjusted2 Net Loss per diluted share also reflects an income tax benefit on the Company’s Adjusted2 Pre-Tax Loss.
During the quarter, the Company reported operating cash flow of approximately $(0.4) billion. Investing cash flow of $(0.1) billion was primarily
driven by planned capital expenditures in connection with store remodels, supply chain and information technology systems.
Cash, cash equivalents, restricted cash and investments totaled approximately $0.2 billion in the Fiscal 2022 first quarter. Total Liquidity3 was
approximately $0.9 billion as of the Fiscal 2022 first quarter, including the Company’s asset based revolving credit facility less borrowings of $0.2
billion.
Fiscal 2022 Outlook Commentary
At this time, the Company is providing the following outlook parameters for Fiscal 2022:
- Sequential Comparable1 Sales recovery to occur in the second half of Fiscal 2022 versus the first half of Fiscal 2022 driven by inventory
optimization plans, including incremental clearance activity
- Adjusted2 SG&A expense for Fiscal 2022 below last year, reflecting aggressive actions to align cost structure to sales
- Capital Expenditures of approximately $300 million (from $400 million previously) for Fiscal 2022, reflecting a minimum reduction of $100
million
The Company will provide further commentary and context for its Fiscal 2022 outlook during its conference call as well as in its investor
presentation available on the investor relations section of the Company’s website at http://bedbathandbeyond.gcs-web.com/investor-relations.
Fiscal 2022 First Quarter Conference Call and Investor Presentation
Bed Bath & Beyond Inc.’s Fiscal 2022 first quarter conference call with analysts and investors will be held today at 8:15am EDT and may be
accessed by dialing 1-404-400-0571, or if international, 1-866-374-5140, using conference ID number 80961020#. A live audio webcast of the
conference call, along with the earnings press release, investor presentation and supplemental financial disclosures, will also be available on the
investor relations section of the Company’s website at http://bedbathandbeyond.gcs-web.com/investor-relations. The webcast will be available for
replay after the call.
The Company has also made available an Investor Presentation on the investor relations section of the Company’s website at
(1) Comparable Sales reflects the year-over-year change in sales from the Company’s retail channels, including stores and digital, that have been
operating for twelve full months following the opening period (typically six to eight weeks). Comparable Sales excludes the impact of the
Company’s store network optimization program.
(2) Adjusted items refer to comparable sales as well as financial measures that are derived from measures calculated in accordance with GAAP,
which have been adjusted to exclude certain items. Adjusted Gross Margin, Adjusted SG&A, Adjusted EBITDA, Adjusted EBITDA Margin,
and Adjusted EPS - Diluted are non-GAAP financial measures. For more information about non-GAAP financial measures, see “Non-GAAP
Information” below.
(3) Total Liquidity includes cash & investments and availability under the Company’s asset-based revolving credit facility.
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the “Company”) is an omnichannel retailer that makes it easy for our customers to feel at home. The
Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the Company is a partner in a joint
venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca, harmondiscount.com,

facevalues.com, and decorist.com. As of May 28, 2022, the Company had a total of 955 stores, including 769 Bed Bath & Beyond stores in all 50
states, the District of Columbia, Puerto Rico and Canada, 135 buybuy BABY stores and 51 stores under the names Harmon, Harmon Face Values or
Face Values. During the Fiscal 2022 first quarter, the Company opened 5 buybuy BABY stores. Additionally during the fiscal 2022 first quarter, the
Company closed 3 stores including 2 Bed Bath & Beyond stores and 1 Harmon store. The joint venture to which the Company is a partner operates
12 stores in Mexico under the name Bed Bath & Beyond.
This press release contains certain non-GAAP information, including adjusted earnings before interest, income taxes, depreciation and amortization
(“EBITDA”), adjusted EBITDA margin, adjusted gross margin, adjusted SG&A, adjusted net earnings per diluted share, and free cash flow. Non-
GAAP information is intended to provide visibility into the Company’s core operations and excludes special items, including non-cash impairment
charges related to certain store-level assets and tradenames, loss on sale of businesses, loss on the extinguishment of debt, charges recorded in
connection with the restructuring and transformation initiatives, which includes accelerated markdowns and inventory reserves related to the
planned assortment transition to Owned Brands and costs associated with store closures related to the Company’s fleet optimization and the
income tax impact of these items. The Company’s definition and calculation of non-GAAP measures may differ from that of other companies. Non-
GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported GAAP financial results. For a
reconciliation to the most directly comparable US GAAP measures and certain information relating to the Company’s use of Non-GAAP financial
measures, see “Non-GAAP Financial Measures” below.
not limited to, our progress and anticipated progress towards our long-term objectives, as well as more generally the status of our future liquidity
and financial condition and our outlook for our 2022 Fiscal second quarter and 2022 Fiscal year. Many of these forward-looking statements can be
identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and
similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual
results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors.
Such factors include, without limitation: general economic conditions including the recent supply chain disruptions, labor shortages, wage
pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; a challenging overall macroeconomic environment and a
highly competitive retailing environment; risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including
its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the
effectiveness of our and governmental actions taken in response to these risks; changing consumer preferences, spending habits and
demographics; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us;
challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix
of digital and physical presence in the markets we serve; our ability to successfully execute our store fleet optimization strategies, including our
ability to achieve anticipated cost savings and to not exceed anticipated costs; our ability to execute on any additional strategic transactions and
realize the benefits of any acquisitions, partnerships, investments or divestitures; disruptions to our information technology systems, including but
not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks;
damage to our reputation in any aspect of our operations; the cost of labor, merchandise, logistical costs and other costs and expenses; potential
supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19
pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items;
inflation and the related increases in costs of materials, labor and other costs; inefficient management of relationships and dependencies on third-
party service providers; our ability to attract and retain qualified employees in all areas of the organization; unusual weather patterns and natural
disasters, including the impact of climate change; uncertainty and disruptions in financial markets; volatility in the price of our common stock and
its effect, and the effect of other factors, including the COVID-19 pandemic, on our capital allocation strategy; changes to statutory, regulatory and
other legal requirements or deemed noncompliance with such requirements; changes to accounting rules, regulations and tax laws, or new
interpretations of existing accounting standards or tax laws; new, or developments in existing, litigation, claims or assessments; and a failure of our
business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update
our forward-looking statements.
Contacts


(unaudited)
Three Months Ended
May 28, 2022 May 29, 2021
Net sales $ 1,463,418 $ 1,953,812
Cost of sales 1,114,106 1,320,118
Gross profit 349,312 633,694
Selling, general and administrative expenses 637,508 658,762
Impairments 26,699 9,129
Restructuring and transformation initiative expenses 24,263 33,686
Loss on sale of businesses - 3,989
Operating loss (339,158) (71,872)
Interest expense, net 16,448 16,000
Loss on extinguishment of debt - 265
Loss before provision (benefit) for income taxes (355,606) (88,137)
Provision (benefit) for income taxes 2,060 (37,263)
Net loss $ (357,666) $ (50,874)
Net loss per share - Basic $ (4.49) $ (0.48)
Net loss per share - Diluted $ (4.49) $ (0.48)
Weighted average shares outstanding - Basic 79,611 106,772
Weighted average shares outstanding - Diluted 79,611 106,772
The following table reconciles non-GAAP financial measures presented in this press release or that may be presented on the Company’s first
quarter conference call with analysts and investors. The Company believes that these non-GAAP financial measures provide management,
analysts, investors and other users of the Company’s financial information with meaningful supplemental information regarding the performance of
the Company’s business. These non-GAAP financial measures should not be considered superior to, but in addition to other financial measures
prepared by the Company in accordance with GAAP, including comparisons of year-to-year results. The Company’s method of determining these
non-GAAP financial measures may be different from other companies’ methods and, therefore, may not be comparable to those used by other
companies. As such, the Company does not recommend the sole use of these non-GAAP measure to assess its financial and earnings performance.
For reasons noted above, the Company is presenting certain non-GAAP financial measures for its Fiscal 2022 first quarter. In order for investors to
be able to more readily compare the Company’s performance across periods, the Company has included comparable reconciliations for the 2021
period in the reconciliation tables below. The Company is not providing a reconciliation of its guidance with respect to Adjusted EBITDA because
the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the
occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Company is unable to
address the probable significance of the unavailable information, which could be material to future results.
(unaudited)
Three Months Ended May 28, 2022

Excluding
Loss on Restructuring
Sale Loss on and Total
of extinguishment Transformation Impairments income Total
Reported Businesses of debt Expenses charges tax impact Impact Adjusted
Gross Profit $ 349,312 $ - $ - $ (1,167) $ - $ - $ (1,167) $ 348,145
Gross margin 23.9% -% -% (0.1)% -% -% (0.1)% 23.8%
Restructuring and
transformation
initiative expenses 24,263 - - (24,263) - - (24,263) -
provision (benefit)
for income taxes (355,606) - - 23,096 26,699 - 49,795 (305,811)
Provision (benefit)
for income taxes 2,060 - - - - (82,636) (82,636) (80,576)
Effective tax rate (0.6)% 26.9% 26.9% 26.3%
Net (loss) income $ (357,666) $ - $ - $ 23,096 $ 26,699 $ 82,636 $ 132,431 $ (225,235)
Net loss per share -
Diluted $ (4.49) $ 1.66 $ (2.83)
Weighted average
shares outstanding-
Basic 79,611 79,611 79,611
Weighted average
shares outstanding-
Diluted 79,611 (1) 79,611 79,611
Reconciliation of Net Income (loss) to EBITDA and Adjusted EBITDA
Net (loss) income $ (357,666) $ - $ - $ 23,096 $ 26,699 $ 82,636 $ 132,431 $ (225,235)
Depreciation and
amortization 71,103 - - (5,275) - - (5,275) 65,828
Interest expense 16,448 - - - - - - 16,448
Provision (benefit)
for income taxes 2,060 - - - - (82,636) (82,636) (80,576)
EBITDA $ (268,055) $ - $ - $ 17,821 $ 26,699 $ - $ 44,520 $ (223,535)
EBITDA as % of net
sales (15.3)%
(1) If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are equivalent to basic
weighted average shares outstanding.
Three Months Ended May 29, 2021

Excluding
Loss on Restructuring
Sale Loss on and Total
of extinguishment Transformation Impairment income Total
Reported Businesses of debt Expenses charges tax impact Impact Adjusted
Gross Profit $ 633,694 $ - $ - $ 47,344 $ - $ - $ 47,344 $ 681,038
Gross margin 32.4% -% -% 2.4% -% -% 2.4% 34.9%
Restructuring and
transformation
initiative expenses 33,686 - - (33,686) - - (33,686) -
(benefit) provision for
income taxes (88,137) 3,989 265 81,030 9,129 - 94,413 6,276
(Benefit) provision for
income taxes (37,263) - - - - 38,614 38,614 1,351
Effective tax rate 42.3% (20.8)% (20.8)% 21.5%
Net (loss) income $ (50,874) $ 3,989 $ 265 $ 81,030 $ 9,129 $ (38,614) $ 55,799 $ 4,925
Net (loss) earnings per
share - Diluted $ (0.48) $ 0.53 $ 0.05
outstanding- Basic 106,772 106,772 106,772
outstanding- Diluted 106,772 (1) 106,772 109,029
Net (loss) income $ (50,874) $ 3,989 $ 265 $ 81,030 $ 9,129 $ (38,614) $ 55,799 $ 4,925
Depreciation and
amortization 68,278 - - (4,484) - - (4,484) 63,794
Loss on
extinguishment of
debt 265 - (265) - - - (265) -
Interest expense 16,000 - - - - - - 16,000
(Benefit) provision for
income taxes (37,263) - - - - 38,614 38,614 1,351
EBITDA $ (3,594) $ 3,989 $ - $ 76,546 $ 9,129 $ - $ 89,664 $ 86,070
EBITDA as % of net
sales 4.4%
(1) If a company is in a net loss position, then for earnings per share purposes, diluted weighted average shares outstanding are equivalent to basic
weighted average shares outstanding.

Condensed Consolidated Balance Sheets
February 26,
May 28, 2022 2022 May 29, 2021
(unaudited) (unaudited)
Assets
Current assets:
Short term investment securities - - 29,997
Property and equipment, net 1,119,247 1,027,387 929,335
Other assets 156,103 157,962 313,493
Total Assets $ 4,949,102 $ 5,130,572 $ 6,053,289
Liabilities and Shareholders’ (Deficit) Equity
Long term debt 1,379,870 1,179,776 1,182,566
Shareholders’ (deficit) equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding - - -
Common stock - $0.01 par value; authorized - 900,000 shares; issued 344,621, 344,146 and
343,570, respectively; outstanding 79,958, 81,979 and 104,513 shares, respectively 3,446 3,441 3,435
Total shareholders’ (deficit) equity (220,298) 174,145 1,106,794
Total liabilities and shareholders’ (deficit) equity $ 4,949,102 $ 5,130,572 $ 6,053,289

Three Months Ended
May 28, 2022 May 29, 2021
Net loss $ (357,666) $ (50,874)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 71,103 68,278
Impairments 26,699 9,129
Deferred income taxes (2,299) (22,135)
Loss on sale of businesses - 3,989
Loss on debt extinguishment - 265
Other 590 (2,197)
(Increase) decrease in assets:
Merchandise inventories (34,757) 113,366
Other current assets 7,971 78,544
Other assets (106) 68
(Decrease) increase in liabilities:
Accounts payable (47,597) (102,201)
Accrued expenses and other current liabilities (38,038) (129,327)
Merchandise credit and gift card liabilities (1,176) (3,421)
Income taxes payable (1,304) 277
Operating lease assets and liabilities, net (13,096) 3,125
Other liabilities (998) (3,545)
Net cash used in operating activities (383,551) (28,741)
Purchases of held-to-maturity investment securities - (29,997)
Capital expenditures (104,852) (73,521)
Net cash used in investing activities (104,852) (103,518)
Borrowing of long-term debt 200,000 -
Repayments of long-term debt - (8,173)
Repurchase of common stock, including fees (43,028) (138,695)
Payment of dividends (271) (560)
Net cash provided by (used in) financing activities 156,701 (147,428)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (251) 6,117
Net decrease in cash, cash equivalents and restricted cash (331,953) (273,570)
Beginning of period 470,884 1,407,224
End of period $ 138,931 $ 1,133,654
Exhibit 99.2
M a r k T r i t t o n , P r e s i d e n t & C h i e f E x e c u t i v e O f f i c e r G u s t a v o A r n a l , E x e c u t i v e V i c e P r e s i d e n t , C h i e f F i n a n c i a l O f f i c e r F i r s t Q u a r t e r F i s c a l 2 0 2 2 E a r n i n g s P r e s e n t a t i o n J u n e 2 9 , 2 0 2 2 ( P E R I O D E N D I N G M a y 2 8 , 2 0 2 2 ) H a r r i e t E d e l m a n , C h a i r o f t h e B o a r d o f D i r e c t o r s S u e G o v e , D i r e c t o r & I n t e r i m C h i e f E x e c u t i v e O f f i c e r G u s t a v o A r n a l , E x e c u t i v e V i c e P r e s i d e n t , C h i e f F i n a n c i a l O f f i c e r S u s i e A . K i m , I n v e s t o r R e l a t i o n s F i r s t Q u a r t e r F i s c a l 2 0 2 2 E a r n i n g s P r e s e n t a t i o n J u n e 2 9 , 2 0 2 2 ( P E R I O D E N D I N G M a y 2 8 , 2 0 2 2 )
T h i s p r e s e n t a t i o n c o n t a i n s f o r w a r d - l o o k i n g s t a t e m e n t s w i t h i n t h e m e a n i n g o f S e c t i o n 2 1 E o f t h e S e c u r i t i e s E x c h a n g e A c t o f 1 9 3 4 i n c l u d i n g , b u t n o t l i m i t e d t o , o u r p r o g r e s s a n d a n t i c i p a t e d p r o g r e s s t o w a r d s o u r l o n g - t e r m o b j e c t i v e s , a s w e l l a s m o r e g e n e r a l l y t h e s t a t u s o f o u r f u t u r e l i q u i d i t y a n d f i n a n c i a l c o n d i t i o n a n d o u r o u t l o o k f o r o u r 2 0 2 2 F i s c a l s e c o n d q u a r t e r a n d 2 0 2 2 F i s c a l y e a r . M a n y o f t h e s e f o r w a r d - l o o k i n g s t a t e m e n t s c a n b e i d e n t i f i e d b y u s e o f w o r d s s u c h a s m a y , w i l l , e x p e c t , a n t i c i p a t e , a p p r o x i m a t e , e s t i m a t e , a s s u m e , c o n t i n u e , m o d e l , p r o j e c t , p l a n , g o a l , p r e l i m i n a r y , a n d s i m i l a r w o r d s a n d p h r a s e s , a l t h o u g h t h e a b s e n c e o f t h o s e w o r d s d o e s n o t n e c e s s a r i l y m e a n t h a t s t a t e m e n t s a r e n o t f o r w a r d - l o o k i n g . O u r a c t u a l r e s u l t s a n d f u t u r e f i n a n c i a l c o n d i t i o n m a y d i f f e r m a t e r i a l l y f r o m t h o s e e x p r e s s e d i n a n y s u c h f o r w a r d - l o o k i n g s t a t e m e n t s a s a r e s u l t o f m a n y f a c t o r s . S u c h f a c t o r s i n c l u d e , w i t h o u t l i m i t a t i o n : g e n e r a l e c o n o m i c c o n d i t i o n s i n c l u d i n g t h e r e c e n t s u p p l y c h a i n d i s r u p t i o n s , l a b o r s h o r t a g e s , w a g e p r e s s u r e s , r i s i n g i n f l a t i o n a n d t h e o n g o i n g m i l i t a r y c o n f l i c t b e t w e e n R u s s i a a n d U k r a i n e ; a c h a l l e n g i n g o v e r a l l m a c r o e c o n o m i c e n v i r o n m e n t a n d a h i g h l y c o m p e t i t i v e r e t a i l i n g e n v i r o n m e n t ; r i s k s a s s o c i a t e d w i t h t h e o n g o i n g
C O V I D - 1 9 p a n d e m i c a n d t h e g o v e r n m e n t a l r e s p o n s e s t o i t , i n c l u d i n g i t s i m p a c t s a c r o s s o u r b u s i n e s s e s o n d e m a n d a n d o p e r a t i o n s , a s w e l l a s o n t h e o p e r a t i o n s o f o u r s u p p l i e r s a n d o t h e r b u s i n e s s p a r t n e r s , a n d t h e e f f e c t i v e n e s s o f o u r a n d g o v e r n m e n t a l a c t i o n s t a k e n i n r e s p o n s e t o t h e s e r i s k s ; c h a n g i n g c o n s u m e r p r e f e r e n c e s , s p e n d i n g h a b i t s a n d d e m o g r a p h i c s ; d e m o g r a p h i c s a n d o t h e r m a c r o e c o n o m i c f a c t o r s t h a t m a y i m p a c t t h e l e v e l o f s p e n d i n g f o r t h e t y p e s o f m e r c h a n d i s e s o l d b y u s ; c h a l l e n g e s i n e x e c u t i n g o u r o m n i - c h a n n e l a n d t r a n s f o r m a t i o n s t r a t e g y , i n c l u d i n g o u r a b i l i t y t o e s t a b l i s h a n d p r o f i t a b l y m a i n t a i n t h e a p p r o p r i a t e m i x o f d i g i t a l a n d p h y s i c a l p r e s e n c e i n t h e m a r k e t s w e s e r v e ; o u r a b i l i t y t o s u c c e s s f u l l y e x e c u t e o u r s t o r e f l e e t o p t i m i z a t i o n s t r a t e g i e s , i n c l u d i n g o u r a b i l i t y t o a c h i e v e a n t i c i p a t e d c o s t s a v i n g s a n d t o n o t e x c e e d a n t i c i p a t e d c o s t s ; o u r a b i l i t y t o e x e c u t e o n a n y a d d i t i o n a l s t r a t e g i c t r a n s a c t i o n s a n d r e a l i z e t h e b e n e f i t s o f a n y a c q u i s i t i o n s , p a r t n e r s h i p s , i n v e s t m e n t s o r d i v e s t i t u r e s ; d i s r u p t i o n s t o o u r i n f o r m a t i o n t e c h n o l o g y s y s t e m s , i n c l u d i n g b u t n o t l i m i t e d t o s e c u r i t y b r e a c h e s o f s y s t e m s p r o t e c t i n g c o n s u m e r a n d e m p l o y e e i n f o r m a t i o n o r o t h e r t y p e s o f c y b e r c r i m e s o r c y b e r s e c u r i t y a t t a c k s ; d a m a g e t o o u r
r e p u t a t i o n i n a n y a s p e c t o f o u r o p e r a t i o n s ; t h e c o s t o f l a b o r , m e r c h a n d i s e , l o g i s t i c a l c o s t s a n d o t h e r c o s t s a n d e x p e n s e s ; p o t e n t i a l s u p p l y c h a i n d i s r u p t i o n d u e t o t r a d e r e s t r i c t i o n s o r o t h e r w i s e , a n d o t h e r f a c t o r s s u c h a s n a t u r a l d i s a s t e r s , p a n d e m i c s , i n c l u d i n g t h e C O V I D - 1 9 p a n d e m i c , p o l i t i c a l i n s t a b i l i t y , l a b o r d i s t u r b a n c e s , p r o d u c t r e c a l l s , f i n a n c i a l o r o p e r a t i o n a l i n s t a b i l i t y o f s u p p l i e r s o r c a r r i e r s , a n d o t h e r i t e m s ; i n f l a t i o n a n d t h e r e l a t e d i n c r e a s e s i n c o s t s o f m a t e r i a l s , l a b o r a n d o t h e r c o s t s ; i n e f f i c i e n t m a n a g e m e n t o f r e l a t i o n s h i p s a n d d e p e n d e n c i e s o n t h i r d - p a r t y s e r v i c e p r o v i d e r s ; o u r a b i l i t y t o a t t r a c t a n d r e t a i n q u a l i f i e d e m p l o y e e s i n a l l a r e a s o f t h e o r g a n i z a t i o n ; u n u s u a l w e a t h e r p a t t e r n s a n d n a t u r a l d i s a s t e r s , i n c l u d i n g t h e i m p a c t o f c l i m a t e c h a n g e ; u n c e r t a i n t y a n d d i s r u p t i o n s i n f i n a n c i a l m a r k e t s ; v o l a t i l i t y i n t h e p r i c e o f o u r c o m m o n s t o c k a n d i t s e f f e c t , a n d t h e e f f e c t o f o t h e r f a c t o r s , i n c l u d i n g t h e C O V I D - 1 9 p a n d e m i c , o n o u r c a p i t a l a l l o c a t i o n s t r a t e g y ; c h a n g e s t o s t a t u t o r y , r e g u l a t o r y a n d o t h e r l e g a l r e q u i r e m e n t s o r d e e m e d n o n c o m p l i a n c e w i t h s u c h r e q u i r e m e n t s ; c h a n g e s t o a c c o u n t i n g r u l e s , r e g u l a t i o n s a n d t a x l a w s , o r n e w i n t e r p r e t a t i o n s o f e x i s t i n g a c c o u n t i n g s t a n d a r d s o r t a x l a w s ; n e w , o r d e v e l o p m e n t s i n
e x i s t i n g , l i t i g a t i o n , c l a i m s o r a s s e s s m e n t s ; a n d a f a i l u r e o f o u r b u s i n e s s p a r t n e r s t o a d h e r e t o a p p r o p r i a t e l a w s , r e g u l a t i o n s o r s t a n d a r d s . E x c e p t a s r e q u i r e d b y l a w , w e d o n o t u n d e r t a k e a n y o b l i g a t i o n t o u p d a t e o u r f o r w a r d - l o o k i n g s t a t e m e n t s . F o r w a r d L o o k i n g S t a t e m e n t s
A g e n d a E x e c u t i v e T r a n s i t i o n Q 1 ’ 2 2 R e s u l t s ( e n d i n g M a y 2 8 t h ) C o m m e r c i a l U p d a t e & O u t l o o k C o m m e n t a r y A p p e n d i x
E x e c u t i v e T r a n s i t i o n
E x e c u t i v e L e a d e r s h i p C h a n g e s Q 1 ’ F Y 2 2 R E S U L T S P E R I O D E N D I N G M A Y 2 8 , 2 0 2 2 N a m e / T i t l e Q u a l i f i c a t i o n s P r i o r E x p e r i e n c e M o r e t h a n 3 0 y e a r s o f r e t a i l i n d u s t r y e x p e r i e n c e i n c l u d i n g P r e s i d e n t a n d C E O o f G o l f s m i t h a n d C O O o f Z a l e C o r p o r a t i o n I n d e p e n d e n t D i r e c t o r o f B o a r d s i n c e M a y 2 0 1 9 ; s e r v e d t w o y e a r s o n t h e A u d i t a n d t h r e e y e a r s o n t h e N o m i n a t i n g a n d C o r p o r a t e G o v e r n a n c e C o m m i t t e e s ; n a m e d C h a i r o f t h e B o a r d ’ s S t r a t e g y C o m m i t t e e i n M a r c h 2 0 2 2 B o a r d m e m b e r o f T h e F r e s h M a r k e t , I A A , C o n n ’ s H o m e P l u s S e r v e d a s a S e n i o r A d v i s o r f o r A l v a r e z & M a r s a l , a g l o b a l a d v i s o r y f i r m p r i m a r i l y f o c u s e d o n r e t a i l t u r n a r o u n d s 2 0 y e a r s o f r e t a i l i n d u s t r y e x p e r i e n c e , m e r c h a n d i s i n g , s t o r e o p e r a t i o n s , b e a u t y , a n d w e l l n e s s S e r v e d a s S V P , G e n e r a l M a n a g e r f o r H a r m o n P r i o r V P , D i v i s i o n a l B u s i n e s s M a n a g e r f o r L i c e n s e d , R e t a i l a s a S e r v i c e a n d R e t a i l D i v e r s i t y S t r a t e g y a t M a c y ’ s , a n d v a r i o u s s t r a t e g i c m e r c h a n d i s i n g r o l e s i n c l u d i n g V P , D i v i s i o n a l B u s i n e s s M a n a g e r f o r F r a g r a n c e s , B a t h a n d B o d y M e r c h a n d i s i n g i n t h e B e a u t y d i v i s i o n S u e G o v e D i r e c t o r , I n t e r i m C E O M a r a S i r h a l E V P , C h i e f M e r c h a n d i s i n g O f f i c e r
Q 1 ’ 2 2 R E S U L T S
F i r s t Q u a r t e r H i g h l i g h t s N e t S a l e s o f a p p r o x . $ 1 . 5 B ; C o m p a r a b l e 1 s a l e s o f ( 2 3 ) % c o n s i s t e n t w i t h e a r l y q u a r t e r t r e n d s , a s p r e v i o u s l y s h a r e d B e d B a t h & B e y o n d b a n n e r C o m p a r a b l e 1 S a l e s d e c l i n e o f ( 2 7 ) % r e f l e c t i n g r a p i d s h i f t i n c o n s u m e r s p e n d i n g p a t t e r n s a n d d e c l i n i n g d e m a n d i n H o m e s e c t o r b u y b u y B A B Y C o m p a r a b l e 1 S a l e s o f n e g a t i v e m i d - s i n g l e d i g i t s c o n s i s t e n t w i t h m a r k e t t r e n d s ; s t a b l e m a r k e t s h a r e G A A P G r o s s M a r g i n o f 2 3 . 9 % ; A d j u s t e d 2 G r o s s M a r g i n o f 2 3 . 8 % i n c l u d i n g 8 4 0 b p s o f t r a n s i e n t c o s t s r e l a t e d t o a n i n v e n t o r y m a r k d o w n c h a r g e a n d p o r t - r e l a t e d f e e s A d j u s t e d 2 G r o s s M a r g i n o f 3 2 . 2 % , e x c l u d i n g t r a n s i e n t i n v e n t o r y m a r k d o w n c h a r g e ( 6 2 0 b p s ) a n d s u p p l y c h a i n c o s t s s u c h a s p o r t - r e l a t e d f e e s ( 2 2 0 b p s ) r e f e r e n c e d a b o v e w h i c h a r e c o n s i d e r e d t r a n s i e n t A n n o u n c i n g a g g r e s s i v e a c t i o n s o n i n v e n t o r y , c o s t a n d c a p e x t o a l i g n w i t h r a p i d l y c h a n g i n g e n v i r o n m e n t a n d p e r f o r m a n c e S i g n i f i c a n t l y o p t i m i z i n g i n v e n t o r y t h r o u g h a d j u s t m e n t s t o f u t u r e r e c e i p t s , a d d i t i o n a l m a r k d o w n s , a n d f o c u s e d a s s o r t m e n t p l a n n i n g A c u t e l y r i g h t - s i z i n g o v e r a l l c o s t s t r u c t u r e t o s a l e s v o l u m e s , i n c l u d i n g w i t h i n s u p p l y c h a i n S u b s t a n t i a l l y r e d u c i n g p l a n n e d c a p e x b y a m i n i m u m o f $ 1 0 0 M ( t o a p p r o x i m a t e l y $ 3 0 0 M ) b y p a u s i n g r e m o d e l s a n d n e w s t o r e o p e n i n g s f o r r e m a i n d e r
o f F Y 2 2 Q 1 ’ F Y 2 2 R E S U L T S P E R I O D E N D I N G M A Y 2 8 , 2 0 2 2
T o t a l C o m p 1 S a l e s - 2 3 % v s . Q 1 ’ 2 1 N e t S a l e s $ 1 . 5 B A d j . G r o s s M a r g i n 2 2 3 . 8 % 3 2 . 2 % e x c l . - 8 4 0 b p s t r a n s i e n t c o s t s ( i n v . m a r k d o w n c h a r g e & p o r t - r e l a t e d f e e s ) A d j . E B I T D A 2 ( $ 2 2 4 ) M T o t a l L i q u i d i t y $ 0 . 9 B F i r s t Q u a r t e r R e s u l t s - K e y F i n a n c i a l M e t r i c s N o t e : T h e C o m p a n y ’ s f o u r C o r e b a n n e r s i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t . B E D B A T H - 2 7 % Q 1 ’ 2 2 R E S U L T S P E R I O D E N D I N G M A Y 2 8 , 2 0 2 2 B A B Y - M S D % B A N N E R C O M P 1 S A L E S v s . Q 1 ’ 2 1
C o m p a r a b l e S a l e s N e t S a l e s t o C o m p a r a b l e S a l e s v s . L Y ( Q 1 ’ 2 2 v s . Q 1 ’ 2 1 ) T o t a l N e t S a l e s d e c l i n e o f - 2 5 % , i n c l u d i n g - 2 % i m p a c t f r o m p r e v i o u s s t o r e f l e e t o p t i m i z a t i o n C o m p a r a b l e 1 s a l e s d e c l i n e o f - 2 3 % B e d B a t h & B e y o n d - 2 7 % ; b u y b u y B A B Y - M S D % ; H a r m o n p o s i t i v e D r i v e n b y d e c l i n i n g d e m a n d i n d e s t i n a t i o n H o m e c a t e g o r i e s , w h i c h r e p r e s e n t a p p r o x i m a t e l y 7 0 % o f B e d B a t h & B e y o n d b a n n e r N e t S a l e s D i g i t a l c h a n n e l c o n t i n u e s t o r e p r e s e n t a p p r o x i m a t e l y 4 0 % o f T o t a l N e t S a l e s F l e e t O p t i m i z a t i o n N o t e : T h e C o m p a n y ’ s f o u r C o r e b a n n e r s i n c l u d e B e d B a t h & B e y o n d , b u y b u y B A B Y , H a r m o n F a c e V a l u e s a n d D e c o r i s t . S t o r e s - 2 4 % D i g i t a l - 2 1 % Q 1 ’ 2 2 R E S U L T S P E R I O D E N D I N G M A Y 2 8 , 2 0 2 2 F l e e t O p t i m i z a t i o n T o t a l N e t S a l e s C o m p a r a b l e S a l e s 1

N o t e : n u m b e r s m a y n o t f o o t d u e t o r o u n d i n g * N o t e x p e c t e d t o c o n t i n u e b y e n d o f 2 0 2 2 A d j u s t e d 2 G r o s s M a r g i n B r i d g e - Q 1 ’ 2 1 t o Q 1 ’ 2 2 A d j . G r o s s M a r g i n 2 o f 2 3 . 8 % r e f l e c t s ( - 8 4 0 b p s ) i m p a c t f r o m t r a n s i e n t c o s t s r e l a t e d t o a n i n v e n t o r y m a r k d o w n c h a r g e a n d p o r t - r e l a t e d f e e s A d j . G r o s s M a r g i n 2 c o n t i n u e s t o r e f l e c t t r a n s i e n t c o s t s s u c h a s s u p p l y c h a i n - r e l a t e d p o r t f e e s , i n a d d i t i o n t o a n i n v e n t o r y m a r k d o w n r e s e r v e c h a r g e E x c l u d i n g t h e a f o r e m e n t i o n e d 8 4 0 b p s o f t r a n s i e n t i t e m s , a d j . g r o s s m a r g i n 2 o f 3 2 . 2 % Q 1 ’ 2 2 R E S U L T S P E R I O D E N D I N G M A y 2 8 , 2 0 2 2 - 8 4 0 b p s t r a n s i e n t * I n v e n t o r y R e s e r v e - 6 2 0 b p s - 2 7 0 b p s
C a s h F l o w & L i q u i d i t y Q 1 ’ 2 2 R E S U L T S P E R I O D E N D I N G m a y 2 8 , 2 0 2 2 A B L $ 0 . 7 B 2 T o t a l L i q u i d i t y o f $ 0 . 9 B a s o f Q 1 ¹ F o o t i n g i m p a c t e d b y r o u n d i n g 2 I n c l u d i n g $ 1 0 2 . 3 M o f o u t s t a n d i n g L C s a n d $ 2 0 0 . 0 M o f b o r r o w i n g s a s o f Q 1 ’ 2 0 2 2
C O M M E R C I A L U P D A T E & O U T L O O K C O M M E N T A R Y
C u r r e n t U p d a t e D i g i t a l & C u s t o m e r E n g a g e m e n t L a u n c h e d r e t a i l m e d i a n e t w o r k , M O M E N T S A D N E T W O R K ™ L a u n c h e d r e i m a g i n e d l o y a l t y p r o g r a m , W E L C O M E R E W A R D S ™ S t o r e R e m o d e l & F l e e t O p t i m i z a t i o n A p p r o x . 5 0 r e m o d e l s ( B B B ) i n i t i a t e d i n Q 1 ’ 2 2 C u r r e n t t o t a l o f a p p r o x . 2 0 0 r e m o d e l s r e p r e s e n t i n g a p p r o x . 3 0 % o f s a l e s N e w r e m o d e l s p a u s e d f o r r e m a i n d e r o f F Y 2 2 S u p p l y C h a i n a n d T e c h n o l o g y R a m p i n g a u t o m a t i o n a t E a s t C o a s t R D C i n P A C o n s t r u c t i o n b e g u n a t W e s t C o a s t R D C i n C A C e n t r a l R D C l o c a t i o n c h o s e n E R P P h a s e I I l a u n c h e d C o m m e r c i a l U p d a t e F I S C A L 2 0 2 2 c o m m e r c i a l F i s c a l 2 0 2 2
Q u a l i t a t i v e G u i d a n c e F I S C A L 2 0 2 2 C o m p S a l e s v s . L Y Q 2 ’ Q T D t r e n d s : n e g a t i v e 2 0 s ; I m p r o v e m e n t i n 2 H v s . 1 H b a s e d o n i n v e n t o r y o p t i m i z a t i o n , i n c l u d i n g i n c r e m e n t a l c l e a r a n c e a c t i v i t y A d j u s t e d S G & A L o w e r $ v s . L Y r e f l e c t i n g a g g r e s s i v e a c t i o n s t o a l i g n c o s t s t r u c t u r e t o s a l e s C a p i t a l E x p e n d i t u r e s A p p r o x i m a t e l y $ 3 0 0 M ( f r o m $ 4 0 0 M p r e v i o u s l y ) , a m i n i m u m r e d u c t i o n o f $ 1 0 0 M O U T L O O K C O M M E N T A R Y F i s c a l 2 0 2 2 N o t e : A d j . g r o s s m a r g i n , a d j . S G & A , a d j , E B I T D A & a d j . E P S a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r a r e c o n c i l i a t i o n t o c o m p a r a b l e G A A P m e a s u r e s , s e e A p p e n d i x o f t h i s p r e s e n t a t i o n . K e y A s s u m p t i o n s : D e p r e c i a t i o n & A m o r t i z a t i o n ( a p p r o x . ) : $ 2 6 0 M ( n o c h a n g e )

A P P E N D I X
1 C o m p a r a b l e S a l e s r e f l e c t s t h e y e a r - o v e r - y e a r c h a n g e i n s a l e s f r o m t h e C o m p a n y ' s r e t a i l c h a n n e l s , i n c l u d i n g s t o r e s a n d d i g i t a l , t h a t h a v e b e e n o p e r a t i n g f o r t w e l v e f u l l m o n t h s f o l l o w i n g t h e o p e n i n g p e r i o d ( t y p i c a l l y s i x t o e i g h t w e e k s ) . C o m p a r a b l e S a l e s e x c l u d e s t h e i m p a c t o f t h e C o m p a n y ' s s t o r e n e t w o r k o p t i m i z a t i o n p r o g r a m . 2 A d j u s t e d i t e m s r e f e r t o c o m p a r a b l e s a l e s a s w e l l a s f i n a n c i a l m e a s u r e s t h a t a r e d e r i v e d f r o m m e a s u r e s c a l c u l a t e d i n a c c o r d a n c e w i t h G A A P , w h i c h h a v e b e e n a d j u s t e d t o e x c l u d e c e r t a i n i t e m s . A d j u s t e d G r o s s M a r g i n , A d j u s t e d S G & A , A d j u s t e d E B I T D A , A d j u s t e d E B I T D A M a r g i n , a n d A d j u s t e d E P S - D i l u t e d a r e n o n - G A A P f i n a n c i a l m e a s u r e s . F o r m o r e i n f o r m a t i o n a b o u t n o n - G A A P f i n a n c i a l m e a s u r e s , s e e “ N o n - G A A P I n f o r m a t i o n ” b e l o w . 3 T o t a l L i q u i d i t y i n c l u d e s c a s h & i n v e s t m e n t s a n d a v a i l a b i l i t y u n d e r t h e C o m p a n y ’ s a s s e t - b a s e d r e v o l v i n g c r e d i t f a c i l i t y . T h i s p r e s e n t a t i o n c o n t a i n s c e r t a i n n o n - G A A P i n f o r m a t i o n , i n c l u d i n g a d j u s t e d e a r n i n g s b e f o r e i n t e r e s t , i n c o m e t a x e s , d e p r e c i a t i o n a n d a m o r t i z a t i o n ( " E B I T D A " ) , a d j u s t e d E B I T D A m a r g i n , a d j u s t e d g r o s s m a r g i n , a d j u s t e d S G & A , a d j u s t e d n e t e a r n i n g s p e r d i l u t e d s h a r e , a n d f r e e c a s h f l o w . N o n - G A A P i n f o r m a t i o n i s i n t e n d e d t o p r o v i d e v i s i b i l i t y i n t o t h e C o m p a n y ’ s c o r e
o p e r a t i o n s a n d e x c l u d e s s p e c i a l i t e m s , i n c l u d i n g n o n - c a s h i m p a i r m e n t c h a r g e s r e l a t e d t o c e r t a i n s t o r e - l e v e l a s s e t s a n d t r a d e n a m e s , l o s s o n s a l e o f b u s i n e s s e s , l o s s o n t h e e x t i n g u i s h m e n t o f d e b t , c h a r g e s r e c o r d e d i n c o n n e c t i o n w i t h t h e r e s t r u c t u r i n g a n d t r a n s f o r m a t i o n i n i t i a t i v e s , w h i c h i n c l u d e s a c c e l e r a t e d m a r k d o w n s a n d i n v e n t o r y r e s e r v e s r e l a t e d t o t h e p l a n n e d a s s o r t m e n t t r a n s i t i o n t o O w n e d B r a n d s a n d c o s t s a s s o c i a t e d w i t h s t o r e c l o s u r e s r e l a t e d t o t h e C o m p a n y ' s f l e e t o p t i m i z a t i o n a n d t h e i n c o m e t a x i m p a c t o f t h e s e i t e m s . T h e C o m p a n y ’ s d e f i n i t i o n a n d c a l c u l a t i o n o f n o n - G A A P m e a s u r e s m a y d i f f e r f r o m t h a t o f o t h e r c o m p a n i e s . N o n - G A A P f i n a n c i a l m e a s u r e s s h o u l d b e v i e w e d i n a d d i t i o n t o , a n d n o t a s a n a l t e r n a t i v e f o r , t h e C o m p a n y ’ s r e p o r t e d G A A P f i n a n c i a l r e s u l t s . F o r a r e c o n c i l i a t i o n t o t h e m o s t d i r e c t l y c o m p a r a b l e U S G A A P m e a s u r e s a n d c e r t a i n i n f o r m a t i o n r e l a t i n g t o t h e C o m p a n y ’ s u s e o f N o n - G A A P f i n a n c i a l m e a s u r e s , s e e “ N o n - G A A P F i n a n c i a l M e a s u r e s ” b e l o w . N o n - G A A P I n f o r m a t i o n F o o t n o t e s
A P P E N D I X Q 1 ’ 2 2 N o n - G A A P R e c o n c i l i a t i o n ( 1 ) I f a c o m p a n y i s i n a n e t l o s s p o s i t i o n , t h e n f o r e a r n i n g s p e r s h a r e p u r p o s e s , d i l u t e d w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g a r e e q u i v a l e n t t o b a s i c w e i g h t e d a v e r a g e T h r e e M o n t h s E n d e d M a y 2 8 , 2 0 2 2 E x c l u d i n g R e p o r t e d G a i n o n S a l e o f B u s i n e s s e s G a i n o n e x t i n g u i s h m e n t o f d e b t R e s t r u c t u r i n g a n d T r a n s f o r m a t i o n E x p e n s e s I m p a i r m e n t s c h a r g e s T o t a l i n c o m e t a x i m p a c t T o t a l I m p a c t A d j u s t e d G r o s s P r o f i t $ 3 4 9 , 3 1 2 $ - $ - $ ( 1 , 1 6 7 ) $ - $ - $ ( 1 , 1 6 7 ) $ 3 4 8 , 1 4 5 G r o s s m a r g i n 2 3 . 9 % - % - % ( 0 . 1 ) % - % - % ( 0 . 1 ) % 2 3 . 8 % R e s t r u c t u r i n g a n d t r a n s f o r m a t i o n i n i t i a t i v e e x p e n s e s 2 4 , 2 6 3 - - ( 2 4 , 2 6 3 ) - - ( 2 4 , 2 6 3 ) - ( L o s s ) e a r n i n g s b e f o r e p r o v i s i o n ( b e n e f i t ) f o r i n c o m e t a x e s ( 3 5 5 , 6 0 6 ) - - 2 3 , 0 9 6 2 6 , 6 9 9 - 4 9 , 7 9 5 ( 3 0 5 , 8 1 1 ) ( B e n e f i t ) p r o v i s i o n f o r i n c o m e t a x e s 2 , 0 6 0 - - - - ( 8 2 , 6 3 6 ) ( 8 2 , 6 3 6 ) ( 8 0 , 5 7 6 ) E f f e c t i v e t a x r a t e ( 0 . 6 ) % 2 6 . 9 % 2 6 . 9 % 2 6 . 3 % N e t ( l o s s ) i n c o m e $ ( 3 5 7 , 6 6 6 ) $ - $ - $ 2 3 , 0 9 6 $ 2 6 , 6 9 9 $ 8 2 , 6 3 6 $ 1 3 2 , 4 3 1 $ ( 2 2 5 , 2 3 5 ) N e t l o s s p e r s h a r e - D i l u t e d $ ( 4 . 4 9 ) $ 1 . 6 6 $ ( 2 . 8 3 ) W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - B a s i c 7 9 , 6 1 1 7 9 , 6 1 1 7 9 , 6 1 1 W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - D i l u t e d 7 9 , 6 1 1 ( 1 ) 7 9 , 6 1 1 7 9 , 6 1 1 R e c o n c i l i a t i o n o f N e t I n c o m e ( l o s s ) t o E B I T D A a n d A d j u s t e d E B I T D A N e t ( l o s s ) i n c o m e $
( 3 5 7 , 6 6 6 ) $ - $ - $ 2 3 , 0 9 6 $ 2 6 , 6 9 9 $ 8 2 , 6 3 6 $ 1 3 2 , 4 3 1 $ ( 2 2 5 , 2 3 5 ) D e p r e c i a t i o n a n d a m o r t i z a t i o n 7 1 , 1 0 3 - - ( 5 , 2 7 5 ) - - ( 5 , 2 7 5 ) 6 5 , 8 2 8 I n t e r e s t e x p e n s e 1 6 , 4 4 8 - - - - - - 1 6 , 4 4 8 ( B e n e f i t ) p r o v i s i o n f o r i n c o m e t a x e s 2 , 0 6 0 - - - - ( 8 2 , 6 3 6 ) ( 8 2 , 6 3 6 ) ( 8 0 , 5 7 6 ) E B I T D A $ ( 2 6 8 , 0 5 5 ) $ - $ - $ 1 7 , 8 2 1 $ 2 6 , 6 9 9 $ - $ 4 4 , 5 2 0 $ ( 2 2 3 , 5 3 5 ) E B I T D A a s % o f n e t s a l e s ( 1 5 . 3 ) %
A P P E N D I X Q 1 ’ 2 1 N o n - G A A P R e c o n c i l i a t i o n T h r e e M o n t h s E n d e d M a y 2 9 , 2 0 2 1 E x c l u d i n g R e p o r t e d L o s s o n S a l e o f B u s i n e s s e s L o s s o n e x t i n g u i s h m e n t o f d e b t R e s t r u c t u r i n g a n d T r a n s f o r m a t i o n E x p e n s e s I m p a i r m e n t c h a r g e s T o t a l i n c o m e t a x i m p a c t T o t a l I m p a c t A d j u s t e d G r o s s P r o f i t $ 6 3 3 , 6 9 4 $ - $ - $ 4 7 , 3 4 4 $ - $ - $ 4 7 , 3 4 4 $ 6 8 1 , 0 3 8 G r o s s m a r g i n 3 2 . 4 % - % - % 2 . 4 % - % - % 2 . 4 % 3 4 . 9 % R e s t r u c t u r i n g a n d t r a n s f o r m a t i o n i n i t i a t i v e e x p e n s e s 3 3 , 6 8 6 - - ( 3 3 , 6 8 6 ) - - ( 3 3 , 6 8 6 ) - ( L o s s ) e a r n i n g s b e f o r e ( b e n e f i t ) p r o v i s i o n f o r i n c o m e t a x e s ( 8 8 , 1 3 7 ) 3 , 9 8 9 2 6 5 8 1 , 0 3 0 9 , 1 2 9 - 9 4 , 4 1 3 6 , 2 7 6 ( B e n e f i t ) p r o v i s i o n f o r i n c o m e t a x e s ( 3 7 , 2 6 3 ) - - - - 3 8 , 6 1 4 3 8 , 6 1 4 1 , 3 5 1 E f f e c t i v e t a x r a t e 4 2 . 3 % ( 2 0 . 8 ) % ( 2 0 . 8 ) % 2 1 . 5 % N e t i n c o m e ( l o s s ) $ ( 5 0 , 8 7 4 ) $ 3 , 9 8 9 $ 2 6 5 $ 8 1 , 0 3 0 $ 9 , 1 2 9 $ ( 3 8 , 6 1 4 ) $ 5 5 , 7 9 9 $ 4 , 9 2 5 N e t ( l o s s ) e a r n i n g s p e r s h a r e - D i l u t e d $ ( 0 . 4 8 ) $ 0 . 5 3 $ 0 . 0 5 W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - B a s i c 1 0 6 , 7 7 2 1 0 6 , 7 7 2 1 0 6 , 7 7 2 W e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g - D i l u t e d 1 0 6 , 7 7 2 ( 1 ) 1 0 6 , 7 7 2 1 0 9 , 0 2 9 R e c o n c i l i a t i o n o f N e t ( L o s s ) I n c o m e t o E B I T D A a n d A d j u s t e d E B I T D A N e t ( l o s s ) i n c o m e $ ( 5 0 , 8 7 4 ) $ 3 , 9 8 9 $ 2 6 5 $ 8 1 , 0 3 0 $ 9 , 1 2 9 $ ( 3 8 , 6 1 4 ) $ 5 5 , 7 9 9 $ 4 , 9 2 5 D e p r e c i a t i o n a n d a m o r t i z a t i o n 6 8 , 2 7 8 - - ( 4 , 4 8 4 ) - - ( 4 , 4 8 4 ) 6 3 , 7 9 4 L o s s o n e x t i n g u i s h m e n t o f
d e b t 2 6 5 - ( 2 6 5 ) - - - ( 2 6 5 ) - I n t e r e s t e x p e n s e 1 6 , 0 0 0 - - - - - - 1 6 , 0 0 0 ( B e n e f i t ) p r o v i s i o n f o r i n c o m e t a x e s ( 3 7 , 2 6 3 ) - - - - 3 8 , 6 1 4 3 8 , 6 1 4 1 , 3 5 1 E B I T D A $ ( 3 , 5 9 4 ) $ 3 , 9 8 9 $ - $ 7 6 , 5 4 6 $ 9 , 1 2 9 $ - $ 8 9 , 6 6 4 $ 8 6 , 0 7 0 E B I T D A a s % o f n e t s a l e s 4 . 4 % ( 1 ) I f a c o m p a n y i s i n a n e t l o s s p o s i t i o n , t h e n f o r e a r n i n g s p e r s h a r e p u r p o s e s , d i l u t e d w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g a r e e q u i v a l e n t t o b a s i c w e i g h t e d a v e r a g e s h a r e s o u t s t a n d i n g .
M a r k T r i t t o n , P r e s i d e n t & C h i e f E x e c u t i v e O f f i c e r G u s t a v o A r n a l , E x e c u t i v e V i c e P r e s i d e n t , C h i e f F i n a n c i a l O f f i c e r F i r s t Q u a r t e r F i s c a l 2 0 2 2 E a r n i n g s P r e s e n t a t i o n J u n e 2 9 , 2 0 2 2 ( P E R I O D E N D I N G M a y 2 8 , 2 0 2 2 ) H a r r i e t E d e l m a n , C h a i r o f t h e B o a r d o f D i r e c t o r s S u e G o v e , D i r e c t o r & I n t e r i m C h i e f E x e c u t i v e O f f i c e r G u s t a v o A r n a l , E x e c u t i v e V i c e P r e s i d e n t , C h i e f F i n a n c i a l O f f i c e r S u s i e A . K i m , I n v e s t o r R e l a t i o n s F i r s t Q u a r t e r F i s c a l 2 0 2 2 E a r n i n g s P r e s e n t a t i o n J u n e 2 9 , 2 0 2 2 ( P E R I O D E N D I N G M a y 2 8 , 2 0 2 2 )
EXHIBIT 21
UNITED STATES
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 23, 2022

New York 0-20214 11-2250488

(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
(908) 688-0888
(Registrant’s telephone number, including area code)
Trading Name of each exchange

Symbol on which registered
Title of each class
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June 29, 2022, Bed Bath & Beyond Inc. (the “Company”) announced that Mark Tritton ceased serving as President and Chief Executive Officer
of the Company and as a member of the Board of Directors (the “Board”), effective June 23, 2022. Mr. Tritton is eligible for separation payments and
benefits provided upon a termination of employment without “cause” pursuant to his employment agreement and outstanding time- and
performance-based restricted stock unit award agreements. Following his separation, Mr. Tritton will continue to be subject to certain restrictive
covenants, including non-competition and non-solicitation covenants.
Effective June 23, 2022, Sue Gove, a Director of the Company, was appointed Interim Chief Executive Officer. In connection therewith, the Company
entered into an employment agreement (the “Employment Agreement”) with Ms. Gove. The Employment Agreement provides for at-will
employment for a one-year term, an annual base salary equal to $1,400,000, and a grant (made on June 29, 2022) of cash-settled restricted stock units
under the Company’s 2018 Incentive Compensation Plan equal in value to $2,600,000 based on the trailing twenty (20) trading day average of the
daily volume weighted average price of a share of the Company’s common stock prior to the grant date (the “RSU Award”). The RSU Award will
vest on June 23, 2023, subject, in general, to Ms. Gove remaining in the Company’s employ on the vesting date. In addition, the RSU Award will
vest in full if, prior to the vesting date, (i) the Company terminates Ms. Gove’s employment other than for “cause”, (ii) a “constructive termination”
of Ms. Gove’s employment occurs, (iii) Ms. Gove’s employment is terminated due to her death or disability, or (iv) Ms. Gove’s employment is
terminated following the hiring of a replacement chief executive officer and Ms. Gove having provided transitional services to the Company for six
weeks, in each case, subject to Ms. Gove’s execution and non-revocation of a release of claims. In the event that any of the foregoing terminations
take place prior to the six (6) month anniversary of the grant date of the RSU Award, then Ms. Gove will forfeit 20% of the RSU Award; provided,
however, that the number of restricted stock units forfeited will be limited such that in no event shall Ms. Gove forfeit a portion of the restricted
stock units if, after giving effect to such forfeiture, the fair market value of the restricted stock units (based on the closing price of a share of the
Company’s common stock on the employment termination date) that otherwise would vest in connection with such termination would be less than
$2,080,000. Ms. Gove will also be entitled to reimbursement on a tax neutral basis for all reasonable out-of-pocket business, entertainment and travel
expenses incurred by her in connection with the performance of her duties.
The description of the Employment Agreement and RSU Award in this Current Report on Form 8-K is a summary of, and is qualified in its entirety
by, the terms of the Employment Agreement and RSU Award grant agreement. A copy of the Employment Agreement and RSU Award grant
agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending August 27, 2022.
There is no arrangement or understanding between Ms. Gove and any other person pursuant to which Ms. Gove has been appointed as Interim
Chief Executive Officer. There are no family relationships between Ms. Gove and any of the Company’s other directors or executive officers, and
Ms. Gove is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment as Interim Chief Executive Officer, Ms. Gove has resigned from the Audit Committee, the Nominating and
Corporate Governance Committee and the Strategy Committee of the Board. Andrea Weiss has been appointed chair of, and Joshua Schechter has
been added to, the Strategy Committee.
Effective June 27, 2022, Joseph Hartsig ceased to serve as Executive Vice President and Chief Merchandising Officer of the Company and President,
Harmon Stores Inc. Mr. Hartsig is eligible for separation payments and benefits provided upon a termination of employment without “cause”
pursuant to his employment agreement and outstanding time- and performance-based restricted stock unit award agreements. Following his
separation, Mr. Hartsig will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants. Mara
Sirhal, the Company’s Senior Vice President and General Manager for Harmon, has been appointed as Executive Vice President and Chief
Merchandising Officer.
In addition, effective June 27, 2022, the Company appointed Laura Crossen as the Senior Vice President, Chief Accounting Officer of the Company.
Ms. Crossen joined the Company in 2001 and most recently served as the Company’s Senior Vice President, Tax, Treasury and Transformation since
May 2021. Previously, Ms. Crossen served as Vice President, Financial Management of the Company since 2001. In connection with her
appointment, Ms. Crossen will receive a one-time restricted stock unit grant with a value of $150,000 that will vest in equal installments on each
anniversary of the grant date over a three-year period. All other terms of her compensation will remain the same.
Ms. Crossen assumes the role of principal accounting officer from Gustavo Arnal, the Company’s Executive Vice President and Chief Financial
Officer who has temporarily served in such position since the resignation of John Barresi the Company’s former Chief Accounting Officer on June
10, 2022. As previously disclosed, Mr. Barresi’s resignation was not the result of any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices, including the Company’s accounting principles and practices and internal controls. There is no
arrangement or understanding between Ms. Crossen and any other person pursuant to which Ms. Crossen has been appointed as Chief
Accounting Officer. There are no family relationships between Ms. Crossen and any of the Company’s directors or executive officers, and Ms.
Crossen is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing Ms. Gove’s appointment and related matters is attached hereto as Exhibit 99.1.
The information furnished herewith pursuant to this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:

99.1 Press Release issued by Bed Bath & Beyond Inc. on June 29, 2022.
SIGNATURES

(Registrant)
Date: June 29, 2022 By: /s/ Gustavo Arnal
Gustavo Arnal
Exhibit 99.1
Bed Bath & Beyond Inc. Announces Executive Leadership Changes
Independent Board Member Sue Gove Appointed Interim CEO
Company Appoints New Chief Merchandising Officer
Adjusting Strategy and Focusing Resources to Improve Company Performance
UNION, N.J., June 29, 2022 /PRNewswire/ -- Bed Bath & Beyond Inc. (NASDAQ: BBBY) today announced significant changes to the
Company’s senior leadership to focus on reversing recent results, addressing supply chain and inventory, and strengthening its balance sheet.
Sue Gove, an Independent Director on the Company’s Board of Directors and Chair of the Board’s Strategy Committee, has been named Interim
Chief Executive Officer, replacing Mark Tritton, who has left his role as President and Chief Executive Officer and as a member of the Board.
Harriet Edelman, Independent Chair of the Bed Bath & Beyond Inc. Board of Directors, said: “After thorough consideration, the Board
determined that it was time for a change in leadership. Our banner’s heritage is built on the premise that when customers are shopping for the
home, Bed Bath & Beyond is the perfect destination for unique solutions and inspiration. We must deliver that proposition for customers, drive
growth, and unlock the value of the banners. Today’s actions address company performance, the macroeconomic conditions under which we are
operating, and the expectations of the Board on behalf of shareholders. We are committed to addressing the urgent issues that have been
impacting sales, profitability, and cash flow generation. We are confident Sue brings the right combination of industry experience and knowledge
of Bed Bath & Beyond’s operations to lead the Company, focus our resources, and revise strategy, as appropriate.”
Ms. Gove said, “We must deliver improved results. Our shareholders, Associates, customers, and partners all expect more. We are committed to
providing customers with a one-stop destination to meet their needs through our assortment, experience, and services, whether online or in
stores. Top-tier execution, careful management of costs, greater supply chain reliability, prudent capital spending, a stronger balance sheet, and
robust digital capabilities will all be important to our success. I’m eager to start working more closely with our leaders and our Associates across
all banners to make the necessary strategy adjustments and create a brighter future for Bed Bath & Beyond Inc.”
Executive Changes
The Company further announced that it has named Mara Sirhal as Executive Vice President and Chief Merchandising Officer. Ms. Sirhal, who
most recently served as Bed Bath & Beyond’s Senior Vice President and General Manager for Harmon, as well as General Merchandise Manager
of Health, Beauty & Consumables, will be responsible for driving the Company's omnichannel merchandising, planning, and Owned Brands
strategies, while also retaining her position as General Manager for the Harmon retail banner. Ms. Sirhal will report directly to Ms. Gove. She
replaces Joe Hartsig, who is leaving the company.
Ms. Edelman continued, “We appreciate Mark’s contributions over the past two and a half years. These include launching our transformation
strategy, delivering returns to shareholders through the divestiture of non-core assets, investing in technology, infrastructure and digital
capabilities and introducing Owned Brands. Under his leadership, the Company navigated well through the COVID-19 pandemic, keeping our
Associates, customers, and communities safe and served. Joe was also a key member of our senior leadership team and instrumental in
developing and implementing our product strategy. The Board of Directors recognizes and thanks both Mark and Joe for their leadership and
wish them all the best for the future.”
These changes reflect the decision of the Company’s thirteen independent members of the Board of Directors.
To support its work, the Board has retained Berkeley Research Group (BRG), a leading retail advisory firm, to focus on cash, inventory and
balance sheet optimization. In addition, Russell Reynolds, a nationally recognized search firm, has been retained to commence a search process
for the permanent Chief Executive Officer role.
Strategy Committee Update

As previously announced, the Strategy Committee of the Board has been evaluating options for buybuy BABY over the past several months.
The Committee is working closely with management and strategic and financial advisors to properly assess inherent value potential. While the
Committee’s work continues, the analysis to-date has confirmed the potential of buybuy BABY and has identified several strategies to further
increase the synergies and compelling growth potential to be unlocked within Bed Bath & Beyond, Inc. The Committee will continue its work
and provide support while the Company focuses on near-term actions that primarily involve improved execution. These include focus on key
offerings, recapturing the power of its registry program and an improved digital platform.
In line with the executive transition, the Strategy Committee will be reconfigured as Sue Gove steps down from her role as Chair. Effective
immediately, current Committee member Andrea Weiss has assumed the role of Chair and Joshua Schechter, Chair of the Audit Committee, will
join the Strategy Committee.
First Quarter 2022 Financial Results

In a separate release today, the Company is disclosing its financial results for the quarter ended May 28, 2022. The Company will host a
conference call with investors and analysts today at 8:15am EDT to review this announcement and the Company’s financial results.
About Sue Gove

Ms. Gove has been an Independent Director of Bed Bath & Beyond Inc. since May 2019. Throughout her tenure, Sue served two years as a
member of the Audit Committee and three years as a member of the Nominating and Corporate Governance committee. In March, she was named
Chair of the Board’s Strategy Committee. Sue has spent more than 30 years within the retail industry serving a variety of senior financial,
operating and strategic roles that included President and Chief Executive Officer of Golfsmith International Holdings and Chief Operating Officer
of Zale Corporation. She has also served as a Senior Advisor for Alvarez & Marsal, a global professional services firm, from March 2017 to
March 2019, where she primarily focused on advisory and turnaround for retail companies. She is the President of Excelsior Advisors, LLC, a
retail consulting and advisory firm founded in August 2014.
About Mara Sirhal

Ms. Sirhal has 20 years of experience in retail, merchandising, store operations, beauty, and wellness. Prior to Bed Bath & Beyond and Harmon,
she worked at Macy's Inc., most recently as Vice President and Divisional Business Manager for Licensed, Retail as a Service and Retail
Diversity Strategy, and previously held a number of strategic merchandising roles at the retailer, including Vice President and Divisional
Business Manager for Fragrances, Bath and Body Merchandising in the Beauty division. In this role she was responsible for buying, planning,
digital and inventory management, and delivered significant growth in comp sales and market share. Prior to her current role as EVP and CMO,
Ms. Sirhal was Senior Vice President and General Manager of Harmon Health and Beauty Stores, as well as General Merchandise Manager of
Health, Beauty & Consumables, where she was responsible for leading all operational aspects of this value-driven business.
About Bed Bath & Beyond Inc

Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the Company is a partner in a
joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
The Company operates websites at be

dbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca, facevalues.com and decorist.com.
not limited to, our progress and anticipated progress towards our long-term objectives, potential changes in our strategy and management
changes, as well as more generally our future outlook. Many of these forward-looking statements can be identified by use of words such as may,
will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although
the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition
may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without
limitation: general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation; a
challenging overall macroeconomic environment and a highly competitive retailing environment; the ongoing military conflict between Russia
and Ukraine; risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our
businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our
and governmental actions taken in response to these risks; changing consumer preferences, spending habits and demographics; demographics
and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; challenges in executing our
omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical
presence in the markets we serve; our ability to successfully execute our store fleet optimization strategies, including our ability to achieve
anticipated cost savings and to not exceed anticipated costs; our ability to execute on any additional strategic transactions and realize the
benefits of any acquisitions, partnerships, investments or divestitures; disruptions to our information technology systems, including but not
limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks;
damage to our reputation in any aspect of our operations; the cost of labor, merchandise, logistical costs and other costs and expenses;
potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the
COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other
items; inflation and the related increases in costs of materials, labor and other costs; inefficient management of relationships and dependencies
on third-party service providers; our ability to attract and retain qualified employees in all areas of the organization; unusual weather patterns
and natural disasters, including the impact of climate change; uncertainty and disruptions in financial markets; volatility in the price of our
common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on our capital allocation strategy; changes to
statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; changes to accounting rules, regulations
and tax laws, or new interpretations of existing accounting standards or tax laws; new, or developments in existing, litigation, claims or
assessments; and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not
undertake any obligation to update our forward-looking statements.
Contacts:
MEDIA: Julie Strider, Media@bedbath.com
INVESTORS: Susie A. Kim, IR@bedbath.com
EXHIBIT 22
Message
From: Harriet Edelman [Harriet.Edelman@Consultant.Bedbath.com]
on behalf of Harriet Edelman <Harriet.Edelman@Consultant.Bedbath.com> [Harriet.Edelman@Consultant.Bedbath.com]
Sent: 7/1/2022 2:19:43 PM
To: Ryan Cohen [ryan@rcmail.com]
Subject: Re: Schedule conversation later today?
Ryan, thank you.
From a "housekeeping perspective:" in our view, the substance of our conversations earlier this week was
reflected in the press releases issued by the Company on Wednesday, 6/27/22; and therefore, no longer
constitutes MNPI.
1 hope you have a good holiday weekend,

H
Get Outlook for iOS
From: Ryan Cohen <ryan@rcmail.com>

Sent: Thursday, June 30, 2022 10:00:02 PM
To: Harriet Edelman <Harriet.Edelman@Consultant.Bedbath.com>
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments
or clicking links, especially from unknown senders.
Harriet,
From a housekeeping perspective, please confirm that all MNPI shared with me earlier this week has been
completely disclosed and that I am no longer in possession of MNPI.
Thank you
Ryan
On Jun 29, 2022, at 12:23 PM, Harriet Edelman <Harriet.Edelman@consultant.bedbath.com>

wrote:
Okay, Ryan.
Will do immediately. Thank you.
Get Outlook for iOS

Sent: Wednesday, June 29, 2022 3:21 PM
CONFIDENTIAL COHEN0004417
To: Harriet Edelman
CAUTION: This email originated from outside your organization. Exercise caution when
opening attachments or clicking links, especially from unknown senders.
Harriet
Please have my call with Sue cancelled for today. I'll follow up with some proposed times for early next week.
Ryan
On Jun 29, 2022, at 9:42 AM, Ryan Cohen <ryan@rcmail.com> wrote:
Harriet - thanks for the discussion yesterday.
It's important for the full board to recognize its accountability for this
unacceptable trajectory. Firing Mark only reinforces the board's mistakes with
regard to ineffective ovcrsight and poor capital allocation. Given I'm the
company's largest active shareholder and the only shareholder with operating
expertise, I am expecting the board to promptly respond to my request after
getting through today.
Ryan
On Jun 29, 2022, at 6:30 AM, Harriet Edelman

<Harrict.Edelman@consultant.bedbath.com> wrote:
Good morning. Thank you for our conversations last night and I
conveyed the key points to the full Board.
I know a meeting invite has been sent to you for your conversation
with Sue Gove at 4:00 pm ET today. You will also receive notice
that the originally scheduled call tomorrow (Thursday) is canceled.
Thanks...have a good day...talk soon.

H
Get Outlook for iOS
From: Ryan Cohen <rvan@rcmail.com>

Sent: Tuesday, June 28, 2022 6:55:52 PM
To: Harriet Edelman <Harriet.Edelman@Consultant.Bedbath.com>
CAUTION: This email originated from outside your organization.
Exercise caution when opening attachments or clicking links,
especially from unknown senders.
I'm on when you're ready
On Jun 28, 2022, at 6:52 PM, Harriet Edelman

<Harriet.Edelman@Consultant.Bedbath.com>
wrote:
Yes I can.
Do you want a zoom invite or just call
914-263-8879
Get Outlook for iOS
From: Ryan Cohen <ryan@romail.com>

Sent: Tuesday, June 28, 2022 6:34:07 PM
To: Harriet Edelman
<Harriet.Edelman@Consultant.Bedbath.com>
CAUTION: This email originated from outside your

organization. Exercise caution when opening
attachments or clicking links, especially from
unknown senders.
Harriet
Do you have a chance to get back on the line now?
On Jun 28, 2022, at 12:15 PM,

Harriet Edelman
<Harrict.Edclman@consultant.bcdba
th.com> wrote:
Thank you.
Meeting invite has been sent.
Speak soon,
H
Get Outlook for iOS
Sent: Tuesday, June 28, 2022 1:59:29
PM
To: Harriet Edelman
<Harriet.Edelman@Consultant.Bedbath
.com>
Subject: Re: Schedule conversation
later today?
CAUTION: This email originated

from outside your organization.
Exercise caution when opening
attachments or clicking links,
especially from unknown senders.
Hi Harriet,
5 et today works.
Acknowledged and Agreed.
On Jun 28, 2022, at

4:54 AM, I Iarriet
Edelman
<Harriet.Edelman(c4c
onsultant.bedbath.co
m> wrote:
Good morning, Ryan

and I hope you are
well.
I would like to share

information with you
that we will announce
tomorrow
morning...and ask if
you are available, and
would like to have a
discussion, starting
5:00 pm ET or later,
today.
The information I will

share is non-public
and highly
confidential. Therefo
re, in advance of the
call, I will request
your confirmation that
you will keep the
information
confidential and not
trade in BBBY
securities until the
information is
publicly announced
tomorrow. If you
would like to talk
today, we can keep
this simple by your
replying
"Acknowledged and
Agreed" to this
email. And please let
me know what time
works for you and I
will send an invite
and look forward to
speaking with you
later.
If you prefer to wait,

we can talk briefly
just before the
announcement
tomorrow morning or
any time afterwards.
Thank you,
Harriet
EXHIBIT 23
Page 1 Page 2
CONFIDENTIAL 1
2 APPEARANCES:
3 POMERANTZ LLP
DISTRICT OF COLUMBIA Counsel for Lead Plaintiff Bratya SPRL and
----------------------------------x 4 Co-Lead Counsel for the Class
10 South LaSalle Street
In Re BED BATH & BEYOND Master File No.
5 Suite 3505
CORPORATION SECURITIES LITIGATION 1:22-cv-02541-TNM Chicago, Illinois 60603
6 (312)377-1181
7 By: OMAR JAFRI, ESQ.
----------------------------------x
ojafri@pomlaw.com
8
April 30, 2024 9
WILLIAMS & CONNOLLY LLP
9:32 a.m.
10 Attorneys for RC Ventures LLC and Ryan Cohen
680 Maine Avenue, S.W.
11 Washington, D.C. 20024
(202)434-5000
Videotaped Deposition of HARRIET
12
By: BRIAN T. GILMORE, ESQ.
EDELMAN, taken by Plaintiffs, pursuant to 13 bgilmore@wc.com
STEVEN FARINA, ESQ.
14
Subpoena, held at the offices of Pomerantz 15
CLEARY GOTTLIEB STEEN & HAMILTON LLP
16 Attorneys For the Witness
LLP, 600 Third Avenue, New York, New York, One Liberty Plaza
17 New York, New York 10006
before Joseph R. Danyo, a Shorthand Reporter (212)225-2000
18
By: JARED GERBER, ESQ.
and Notary Public within and for the State 19 jgerber@cgsh.com
PETER CARZIS, ESQ. (Not Admitted)
20
of New York. 21 Also Present:
22 VINCENT FALCETANO, Videographer
23 ~oOo~
24
HUDSON COURT REPORTING & VIDEO (212) 273-9911 25
Page 3 Page 4
1 Edelman - Confidential 1 Edelman - Confidential
2 THE VIDEOGRAPHER: Good morning. We are 2 EXAMINATION BY MR. JAFRI:
3 now on the record at 9:32 a.m. Eastern Time 3 Q. Good morning, Ms. Edelman. My name is
4 on Tuesday, April 30, 2024 for the 4 Omar. We met earlier. Have you ever been deposed
5 stenographically reported and videotaped 5 before?
6 deposition of Harriet Edelman taken in the 6 A. Yes.
7 matter of Bed Bath & Beyond Corporation 7 Q. How many times?
8 Securities Litigation. My name is Vincent 8 A. Four.
9 Falcetano, the videographer, and Mr. Joseph 9 Q. And in what cases were those?
10 Danyo is the court reporter. We are both 10 A. One was a manufacturing and distribution
11 with Hudson Reporting & Video Nationwide. 11 facility closing. One was a wrongful termination.
12 This deposition is being taken at Pomerantz 12 Another was a partial impairment of a large
13 LLP, 600 Third Avenue, New York City. 13 information system. And the final was a contract
14 Would counsel please introduce 14 dispute over payments.
15 themselves for the record. 15 Q. Were you a defendant in any of these
16 MR. JAFRI: Omar Jafri from Pomerantz 16 cases?
17 for the Plaintiff. 17 A. No.
18 MR. GILMORE: Brian Gilmore and Steven 18 Q. So you were only a fact witness?
19 Farina from Williams & Connolly on behalf of 19 A. Yes. Sorry. Some of these are old.
20 the Defendants. 20 Actually I'm not sure. I just was in four
21 MR. GERBER: Jared Gerber and Peter 21 depositions.
22 Carzis on behalf of the witness. 22 Q. Okay. Have you ever testified in court?
23 H A R R I E T E D E L M A N, having been first 23 A. No.
24 duly sworn by Joseph R. Danyo, a Notary Public, was 24 Q. Have you ever testified in any kind of
25 called as a witness and testified as follows: 25 regulatory proceeding?
Pages 1 to 4
New York Hudson Court Reporting & Video New Jersey
212-273-9911 1-800-310-1769 732-906-2078
Page 293 Page 294

2 A. And before Mr. Cohen's approach in 2 legally prohibited from doing so?
3 December. 3 MR. JAFRI: Objection to form.
4 Q. There were other inbound offers? 4 A. I was not aware of any legal reason why
5 A. November-ish Sue was meeting with 5 he couldn't sell.
6 people. 6 Q. You didn't think he would be breaking
7 Q. Understood. You talked quite a bit 7 the law if he exited his position?
8 about your call with Mr. Cohen on June 28th. I 8 MR. JAFRI: Objection to form.
9 just have one question about that. Did you share 9 A. I know of no legal limitation to his
10 with Mr. Cohen during that call any MNPI that was 10 selling.
11 not disclosed by the company the following day? 11 Q. Okay. You can put that aside. I have
12 MR. JAFRI: Objection. Calls for a 12 one last document and we will be out of here. I am
13 legal conclusion. 13 passing around what has been marked as Exhibit 116.
14 Q. You can answer. 14 (Exhibit 116, e-mail from Harriet
15 A. I don't believe so. 15 Edelman to the Board dated August 12, 2022,
16 Q. I want to draw your attention back to 16 was so marked for identification, as of this
17 Exhibit 111, if you could pull that out. I want to 17 date.)
18 focus on the same e-mail that Mr. Jafri focused on, 18 Q. The Bates stamp is BBBY_HE 00000014.
19 the last e-mail on the back page. I know you 19 Let me know once you have had a chance to review,
20 testified that you didn't think that it was likely 20 please.
21 that he would sell, but the possibility that you 21 A. Thank you.
22 wanted to be ready for. 22 Q. You wrote starting at the top of the
23 When you considered that possibility 23 back page, "We have energy behind the stock
24 that Mr. Cohen might sell at this time in August 24 'without a catalyst' as the pundits call it." What
25 2022, were you aware of any reason he would be 25 did you mean by that?
Page 295 Page 296

2 A. The stock was moving. We were in an 2 have taken short positions on a bet that a
3 MNPI period ourselves. We were two and a half 3 company's stock is going to go down is that other
4 weeks from a public communication as well as no 4 shareholders' actions might cause the stock to go
5 quarterly releases, so, when I was saying that 5 up, in which case they have financial
6 there's no catalyst, we were not communicating 6 responsibilities to cover the gap.
7 anything that should have driven the shares either 7 Q. And was there any discussion around the
8 way. 8 time of this August 12, 2022 e-mail within Bed
9 Q. So you were not aware of any 9 Bath & Beyond about whether a short squeeze might
10 company-driven reason at this time in August 12, 10 be happening with regard to Bed Bath stock?
11 2022? 11 A. I don't recall.
12 A. That's correct, emanating from the 12 Q. You don't recall?
13 company. 13 A. No.
14 Q. Why the stock price would be moving? 14 Q. You can put that to the side. For my
15 A. Emanating from the company. 15 remaining questions, I want to put to one side your
16 Q. Okay. With that in mind, did you come 16 June 28th call with Mr. Cohen. Aside from that
17 to any conclusions about what might have been 17 call, did you ever provide Mr. Cohen material
18 causing the share price to move at that time? 18 non-public information about Bed Bath's financial
19 A. No. 19 performance?
20 Q. Have you heard of a phenomenon called a 20 MR. JAFRI: Objection, calls for a legal
21 short squeeze? 21 conclusion.
22 A. Yes. 22 A. I do not believe I did.
23 Q. What is your understanding of a short 23 Q. Did you ever provide Mr. Cohen material
24 squeeze? 24 non-public information about Bed Bath's efforts to
25 A. The short squeeze is when investors who 25 raise capital?
Pages 293 to 296

212-273-9911 1-800-310-1769 732-906-2078
Page 297 Page 298

2 MR. JAFRI: Same objection. 2 no further questions. I really appreciate
3 A. I do not believe I did. 3 your time.
4 Q. Did you ever provide Mr. Cohen material 4 MR. GERBER: I ask that the transcript
5 non-public information about a potential sale of 5 be marked confidential.
6 buybuy BABY? 6 THE VIDEOGRAPHER: This is the end of
7 MR. JAFRI: Same objection. 7 the deposition. The time is 5:24 p.m. We
8 A. I do not believe I did. 8 are off the record.
9 Q. Did you ever provide Mr. Cohen material 9 (Time noted: 5:24 p.m.)
10 non-public information about a potential spin-off 10 _____________________
11 of buybuy BABY? 11
12 MR. JAFRI: Same objection. 12 Subscribed and sworn to
13 A. I do not believe I did. 13 before me this____day of______, 2024.
14 Q. Did you ever provide Mr. Cohen any 14 ___________________
15 material non-public information whatsoever about 15
16 Bed Bath & Beyond? 16
17 MR. JAFRI: Same objection. 17
18 Q. Aside from the June 28 call? 18
19 A. I do not believe I did. 19
20 Q. Are you aware of anyone else from Bed 20
21 Bath & Beyond providing Mr. Cohen any material 21
22 non-public information whatsoever about Bed Bath? 22
23 MR. JAFRI: Same objection. 23
24 A. I'm not aware of anyone else. 24
25 MR. GILMORE: Thank you, ma'am. I have 25
Page 299 Page 300

1 1
2 INDEX
2 CERTIFICATION
3 Witness Page
3 4 HARRIET EDELMAN 3
4 I, JOSEPH R. DANYO, a Shorthand Reporter 5
6 EXHIBITS
5 and Notary Public, within and for the State of New
7 No. Page
6 York, do hereby certify: 8 Exhibit 93 e-mail chain from Harriet 43
7 That I reported the proceedings in the Edelman to Arlene Hong dated
9 March 14, 2022
8 within entitled matter, and that the within transcript 10 Exhibit 94 e-mail from Harriet Edelman to 63
9 is a true record of such proceedings. Arlene Hong dated March 29,
10 I further certify that I am not related, by 11 2022
12 Exhibit 95 e-mail chain from Mark Tritton 68
11 blood or marriage, to any of the parties in this to Harriet Edelman dated
12 matter and that I am in no way interested in the 13 March 29, 2022
14 Exhibit 96 e-mail chain from Harriet 70
13 outcome of this matter.
Edelman of Tarita Jones dated
14 IN WITNESS WHEREOF, I have hereunto set my 15 March 29, 2022
15 hand this 1st day of May, 2024. 16 Exhibit 97 Letter from Harriet Edelman to 71
Ben Rosenzweig dated March 29,
16
17 2022
17 _________________________ 18 Exhibit 98 e-mail chain from Mark Tritton 79
18 JOSEPH R. DANYO to Harriet Edelman dated
19 April 8, 2022
19 STATE OF NEW YORK 20 Exhibit 99 e-mail chain from Mark Tritton 89
20 My Commission Expires 2/20/2027 to Harriet Edelman dated
21 21 April 11, 2022
22 Exhibit 100 e-mail from Susie Kim to Julie 94
22 Strider dated April 12, 2022
23 23
Exhibit 101 e-mail from Susie Kim re Teams 99
24
24 Meeting
25 25
Pages 297 to 300

212-273-9911 1-800-310-1769 732-906-2078
EXHIBIT 24
Page 1 Page 2
UNITED STATES DISTRICT COURT 1 UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA 2 FOR THE DISTRICT OF COLUMBIA
--- 3 ---
________________________ 4 ________________________
) )
Plaintiff ) 5 Plaintiff )
) )
vs. ) Civil Action No. 1:22-cv-02541 6 vs. ) Civil Action No. 1:22-cv-02541
) )
In Re Bed Bath & Beyond ) 7 In Re Bed Bath & Beyond )
Corporation Securities ) Corporation Securities )
Litigation )
8 Litigation )
)
)
Defendant )
9 Defendant )
________________________)
________________________)
10
C O N F I D E N T I A L
VIDEOTAPED DEPOSITION OF MARJORIE BOWEN 11
SANTA MONICA, CALIFORNIA 12
FRIDAY, MARCH 1, 2024 13 VIDEOTAPED DEPOSITION OF MARJORIE BOWEN,
14 taken pursuant to Subpoena, on behalf of Plaintiff, at
15 the offices of Bryan, Cave, Leighton, Paisner, LLP,
16 120 Broadway, Suite 300, Santa Monica, California 90401,
17 on Friday, March 1, 2024, at 9:40 a.m., before
18 Denise D. Ison, CSR No. 6964, RPR, CLR.
19
CONFIDENTIAL PORTIONS (PAGES 28, 37-38, 51) 20
21
22
REPORTED BY: DENISE D. ISON 23
CSR NUMBER 6964, RPR, CLR 24
HUDSON COURT REPORTING & VIDEO (800) 310-1769 25
Page 3 Page 4
1 APPEARANCES 1 APPEARANCES
2 2 (Continued)
3 ON BEHALF OF PLAINTIFF: 3
4 4 ON BEHALF OF DEFENDANT RYAN COHEN -and- RC VENTURES,

5 POMERANTZ, LLP 5 LLC:
6 BY: GENC ARIFI, ESQ. 6
7 OMAR JAFRI, ESQ. 7 | WILLIAMS & CONNOLLY, LLP
8 10 South LaSalle 8 BY: STEVEN M. FARINA, ESQ.
9 Suite 3505 9 MADELINE PREBIL, ESQ.
10 Chicago, Illinois 60603 10 680 Maine Avenue SW
11 Phone: (312) 377-1181 11 Washington, D.C. 20024
12 E-mail: garifi@pomlaw.com 12 Phone: (202) 434-5526
13 ojafri@pomlaw.com 13 E-mail: sfarina@wc.com
14 14 mprebil@wc.com
15 | BRONSTEIN, GEWIRTZ & GROSSMAN 15
16 BY: PERETZ BRONSTEIN, ESQ. 16 ON BEHALF OF MARJORIE BOWEN:
17 60 East 42nd Street 17
18 Suite 4600 18 BRYAN, CAVE, LEIGHTON, PAISNER, LLP
19 New York, New York 10165 19 BY: MICHAEL P. CAREY, ESQ.
20 Phone: (212) 697-6484 20 One Atlantic Center
21 E-mail: peretz@bgandg.com 21 1201 West Peachtree Street, NW
22 22 14th Floor
23 23 Atlanta, Georgia 30309
24 24 Phone: (404) 572-6600
25 25 E-mail: michael.carey@bclplaw.com
Pages 1 to 4
212-273-9911 1-800-310-1769 732-906-2078
Page 221 Page 222

1 all his shares was discussed by the board? 1 to Mr. Cohen selling all his shares?
2 A. I don't recall if that was discussed by 2 MR. CAREY: Objection. Form.
3 the board -- and I'm sorry. Are you referring to 3 THE WITNESS: Yeah. I just -- I don't
4 before or after? 4 recall what our reaction -- what their reaction was.
5 Q. I'm asking about whether the board 5 I recall my own reaction.
6 discussed Mr. Cohen selling all his shares? 6 BY MR. ARIFI:
7 A. After the fact. 7 Q. Sure.
8 Q. After the fact? 8 And do you have an opinion regarding
9 A. I mean, I think other than an 9 Mr. Cohen selling his shares when the price tag
10 acknowledgment, I -- I just don't recall. It was 10 appreciated considerably in relation to the price in
11 acknowledged. 11 July of 2022?
12 Q. Did anybody else -- strike that. 12 MR. FARINA: Object to form.
13 Are you aware of any other reaction by any 13 THE WITNESS: I think I said I was
14 of the other board members? 14 frustrated and disappointed. It's never helpful
15 A. I mean, I -- I don't really recall. We 15 when a large shareholder sells their shares.
16 would -- I don't really recall. 16 MR. ARIFI: I think that's it. Thank you.
17 Q. After Mr. Cohen sold all of his shares, 17
18 did you speak with Mr. Rosenzweig? 18 EXAMINATION
19 A. Quite possibly, but I don't recall. I 19 BY MR. FARINA:
20 mean, we spoke regularly. 20 Q. Good afternoon, Ms. Bowen. My name is
21 Q. Did you speak with Ms. Lombard regarding 21 Steve Farina. I represent Mr. Cohen and RC
22 Mr. Cohen selling all his shares? 22 Ventures.
23 A. I don't recall specifically if we talked 23 You and I have never met before today;
24 about that or not. 24 correct?
25 Q. Did either one of them have an opinion as 25 A. That's correct.
Page 223 Page 224

1 Q. We've never spoken before today; correct? 1 A. That is 100 percent correct.
2 A. That's correct. 2 Q. All right.
3 Q. Okay. 3 Did you ever provide Mr. Cohen or anyone
4 So a moment ago, I asked you if you could 4 acting on Mr. Cohen's behalf with material,
5 take a look at Exhibit 6. Do you have that in front 5 non-public information about buybuy BABY?
6 of you? 6 A. Absolutely not.
7 A. Yes. 7 Q. Did you ever provide Mr. Cohen any
8 Q. Exhibit 6, at the very top is an e-mail 8 material, non-public information about the company's
9 from you to Mr. Marose, and it copies Ryan Cohen. 9 debt situation?
10 Do you see that? 10 A. No.
11 A. Yes. 11 Q. Did you ever provide Mr. Cohen or anyone
12 Q. And you note there: 12 acting on his behalf any material, non-public
13 "Ryan - looking forward to meeting 13 information about the company's financial
14 you at 2:30 east." 14 performance?
15 Does that indicate to you that you had 15 A. No.
16 never met Mr. Cohen prior to March 16, 2022? 16 Q. Did you ever provide Mr. Cohen or anyone
17 A. Oh, I can tell you definitively I never 17 acting on his behalf any material, non-public
18 met Mr. Cohen prior to March 16th, 2022. 18 information about anything related to Bed Bath?
19 Q. Okay. 19 A. No.
20 And am I right that your best recollection 20 Q. Okay.
21 is that you've only ever spoken with Mr. Cohen 21 A. Nor anyone else.
22 twice; is that correct? 22 Q. We've talked -- you talked a little bit
23 A. That is correct. 23 today about the performance of the company over the
24 Q. And both of those times were prior to you 24 period that you were a director; correct?
25 joining the Bed Bath board; is that correct? 25 A. Yes.
Pages 221 to 224

212-273-9911 1-800-310-1769 732-906-2078
Page 225 Page 226

1 Q. And you joined the board in March of 2022; 1 And as a member of the board of directors,
2 is thatcorrect? 2 would you review the Forms 10-Q, or at least the
3 A. The very end of March, I believe. 3 financial information that is going in those forms?
4 Q. All right. 4 A. Yes, although I was not on the audit
5 And I think you testified that it was -- 5 committee. And that's usually the purview of the
6 it was apparent to you that the company's 6 audit committee.
7 performance was suffering at the time that you 7 Q. Understood.
8 joined the board; is that fair? 8 I'm not suggesting that you were reviewing
9 A. Yes. 9 it in a capacity of having to approve it, but you
10 Q. And the company -- Bed Bath is a -- is a 10 were generally familiar with what the company was
11 public company; correct? 11 reporting as to its financial performance?
12 A. Yes. 12 A. Yes.
13 Q. And as a public company, Bed Bath files on 13 Q. All right.
14 a quarterly basis financial information with the 14 And the financial performance of the
15 SEC; is that correct? 15 company during the entire period you were on the
16 A. Yes. 16 board was pretty bad?
17 Q. All right. 17 A. Abysmal.
18 And one of those documents is called a 18 Q. Okay.
19 Form 10-Q; is that correct? 19 And let me just ask you to take a look at
20 A. Yes. 20 one of those Forms 10-Q. And this is the one for
21 Q. And the Form -- the Forms 10-Q include 21 the quarter ended May 28th, 2022.
22 financial information for the immediately preceding 22 (Defendants' Exhibit 27 was marked
23 quarter; correct? 23 for identification and is attached
24 A. Yes. 24 hereto.)
25 Q. All right. 25 ///
Page 227 Page 228

1 BY MR. FARINA: 1 is evident from the publicly available financial
2 Q. All right. I'm going to ask you to take a 2 statements; correct?
3 look at the third page of the exhibit. 3 A. Yes.
4 And it's Exhibit 27; is that correct? 4 Q. All right.
5 A. Um-hmmm. The balance sheet. 5 And if you take a look at the balance
6 Q. Correct. So this is a balance sheet for 6 sheet as of May 28, 2022, you can see from the face
7 the company as of May 28, 2022; correct? 7 of the balance sheet that the total liabilities of
8 A. Yes. 8 the company at that point exceeded the total assets;
9 Q. And there's a comparison to the balance 9 is that fair?
10 sheet of the company as of the prior quarter; is 10 A. Yes.
11 that correct? 11 Q. All right.
12 A. Yes. 12 And that wasn't true as of February 26,
13 Q. All right. 13 2022; correct?
14 And if you take a look, there's a line 14 A. Yes.
15 item for cash and cash equivalence. Do you see 15 Q. So, again, that reflected -- reflected the
16 that? 16 continuing deterioration of the company's
17 A. Yes. 17 performance?
18 Q. And it's evident from the publicly 18 A. Balance sheets aren't overly meaningful in
19 available financial statements that the cash and 19 terms of their correlation to fair market value, but
20 cash equivalence for the company had actually gone 20 sure.
21 down from the prior quarter; correct? 21 Q. All right. Well, let's take a look
22 A. It was hemorrhaging cash. That was my 22 then --
23 testimony earlier. 23 A. It's going to get better.
24 Q. Exactly. 24 Q. Let's take a look at the consolidated
25 And the fact that it was hemorrhaging cash 25 statement of operations, which is page 4.
Pages 225 to 228

212-273-9911 1-800-310-1769 732-906-2078
EXHIBIT 25
Page 1 Page 2
UNITED STATES DISTRICT COURT 1 VIDEOTAPED REALTIME STENOGRAPHIC DEPOSITION of
DISTRICT OF COLUMBIA 2 BENJAMIN ROSENZWEIG, taken in the above-entitled
Civil Action No. 1:22-cv-02541-TNM 3 matter before ERICA FIELD, RPR, CRR, California
4 Certified Shorthand Reporter (License No. 14515),
5 New Jersey Certified Court Reporter (License No.
6 30XI00244800), New Mexico Certified Court Reporter
CORPORATION SECURITIES
LITIGATION 7 (License No. 575), Washington Certified Shorthand
8 Reporter (License No. 22020479), Illinois
__________________________________/
9 Certified Shorthand Reporter (License No.
10 084004952), Georgia Certified Court Reporter
11 (License No. 5338-8044-2296-7296), Florida
12 Professional Reporter (Licence No. 1109), New York
DEPOSITION OF
BENJAMIN ROSENZWEIG 13 Notary, Florida Notary, Alaska Notary taken, via
14 remote videoconference on Wednesday,
Wednesday, March 20, 2024 15 March 20, 2024, commencing at 9:49 a.m.
9:49 a.m. - 5:03 p.m.
16
Remote Location 17
Via Zoom Videoconference 18
All Parties Remote
19
20
21
22
Stenographically reported by:
Erica Field, RPR, CRR, CA-CSR, GA-CSR, WA-CSR, 23
NM-CCR, IL-CSR, NJ-CCR, FL-FPR, NY Notary, FL 24
Notary, AK Notary
25
HUDSON COURT REPORTING & VIDEO (800) 310-1769
Page 3 Page 4
1 APPEARANCES: 1 APPEARANCES CONTINUED:
2 2
3
4 On behalf of the Bratya SPRL and the Class: 3
BRONSTEIN GEWIRTZ & GROSSMAN 4 On behalf of the Witness:
5 60 East 42nd Street BRYAN CAVE LEIGHTON PAISNER
Suite 4600 5 1201 Peachtree Street NW
6 New York, New York 10165 Suite 14
(212) 697-6484
7 BY: PERETZ BRONSTEIN, ESQUIRE 6 Atlanta, Georgia 30309
peretz@bgandg.com (404) 572-6600
8 7 BY: MICHAEL CAREY, ESQUIRE
9 -and- michael.carey@bclplaw.com
10 8
11 POMERANTZ
10 S. LaSalle Street 9
12 Suite 3505 10
Chicago, Illinois 60603 11 VIDEOGRAPHER:
13 (312) 377-1181 Pasha Korneychuk
BY: OMAR JAFRI, ESQUIRE 12
14 ojafri@pomlaw.com
15 13
16 14
17 On behalf of RC Ventures: 15
WILLIAMS & CONNOLLY 16
18 680 Maine Avenue S.W. 17
Washington, DC 20024
19 (202) 434-5000 18
BY: BRIAN GILMORE, ESQUIRE 19
20 DANE BUTSWINKAS, ESQUIRE 20
bgilmore@wc.com 21
21 Dbutswinkas@wc.com 22
22
23 23
24 24
25 25
Pages 1 to 4
212-273-9911 1-800-310-1769 732-906-2078
Page 21 Page 22
1 A I don't know. 1 two. You said seven --
2 Q We'll get -- I think it's -- we're going 2 A Sorry. I did not. Seven through Privet
3 to get to it later, but it makes sense to ask now. 3 in totality inclusive of PFSweb, not inclusive of
4 You mentioned in web and maybe in the 4 J. Alexanders. I did not join the board of
5 earlier company that you were there involved as a 5 J. Alexanders as we discussed.
6 representative of an invest- -- of Privet in both 6 Seven in totality where I joined boards
7 cases. 7 proposed or through cooperation agreements
8 Have you been on a board or board 8 including Privet. One where I joined the board
9 committee or had any management involvement, and 9 through a cooperation agreement or proposal
10 being a director is included, in any other company 10 through another investor, not including Privet;
11 on behalf of Privet? 11 that one being Bed Bath & Beyond.
12 A Yes. 12 Q Could you list the -- so it's five, right?
13 Q Could you tell me how many? 13 Other than Alexanders, BBBY, and web,
14 A Seven. 14 there were five others that were all through
15 Q You know it's seven, or you're estimating? 15 Privet; is that correct?
16 A I'm confident that it is seven. 16 A Six. Get rid of J. Alexanders.
17 Q And have you ever been an investor 17 (Simultaneous unreportable crosstalk.)
18 representative -- I'm not saying like in the legal 18 THE STENOGRAPHER: One at a time, please.
19 sense, but just involved on behalf of an investor 19 BY MR. BRONSTEIN:
20 for any other investor other than Privet? 20 Q You can say it again, but I understand.
21 A Only Bed Bath & Beyond. 21 A Eight boards that I joined in totality,
22 Q Okay. So other than Bed Bath & Beyond, 22 seven of which were affiliated in some manner with
23 which was -- you originally were proposed by 23 Privet. One in which Privet did not have any role
24 Mr. Cohen and Privet and -- I guess it's nine 24 or shareholding, and that one is Bed Bath &
25 other situations because you said other than the 25 Beyond.
Page 23 Page 24
1 Q I understand. 1 seven?
2 And J. Alexanders was an insider trading 2 A In addition.
3 allegation, and it had nothing to do with you 3 Q So in StarTek -- you were a director in
4 being on the board? 4 all of these companies?
5 A Correct. 5 A Correct.
6 Q Could you list the six? 6 Q And were you permitted by agreement to
7 A I will do my best. 7 share information with Privet in each of them?
8 Q Name of the company, yes. 8 A Yes.
9 A StarTek Inc., Relm Wireless. 9 Q So in none of these companies did you have
10 Q What was that, the first word? 10 to deal with or struggle with the issue of whether
11 A Relm, R-E-L-M. 11 you can disclose or not disclose private non --
12 Q Yes. 12 private material information of the subject
13 A Wireless. 13 company with Privet?
14 Q Yes. 14 MR. GILMORE: Objection to form.
15 A Cicero Inc. 15 A As an employee and shareholder of Privet,
16 Q Is that with a C or S? 16 Privet and I were often treated as one and the
17 A C. C-I-C-E-R-O. 17 same, so if I were an insider of a company, Privet
18 Hardinge Inc., H-A-R-D-I-N-G-E. I don't 18 was de facto an insider of the company for
19 know. They're all in my LinkedIn profile. 19 reporting purposes. So it made that distinction
20 Q Okay. 20 much easier.
21 A Yeah. I mean, I'm missing one or two just 21 BY MR. BRONSTEIN:
22 because it's been 15 years that I've been on 22 Q What about with Bed Bath & Beyond? Did
23 boards. 23 you have that liberty to be able to share
24 Q So if you could remind me, Bed Bath is 24 information with Mr. Cohen?
25 part of the seven, or it's in addition to the 25 A No.
Pages 21 to 24
212-273-9911 1-800-310-1769 732-906-2078
Page 25 Page 26
1 Q So it was your understanding from the time 1 agreement?
2 you became a director that material nonpublic 2 A I had spoken to him, yes.
3 information you were not permitted to share with 3 Q We'll talk about that later.
4 Mr. Cohen? 4 MR. BRONSTEIN: Court reporter, Erica,
5 A Correct, not permitted to share. 5 could we just go off the record for a moment
6 Q Did you? 6 while I mark an exhibit.
7 A I did not. 7 THE VIDEOGRAPHER: Okay. Off the record
8 Q Okay. We'll go through each issue later. 8 at -- off the record at 10:14.
9 Give me a second here. I'm sorry. 9 (A brief recess was held from 10:14 a.m.
10 When did you first become aware of this 10 to 10:20 a.m.)
11 lawsuit? 11 THE VIDEOGRAPHER: Back on the record at
12 A I can't remember exactly. Sometime either 12 10:20.
13 late '23 or -- I don't even remember. Late '22 or 13 MR. BRONSTEIN: Are we on the record?
14 early '23. 14 THE VIDEOGRAPHER: We are. Back on the
15 Q How did you become aware of it? 15 record at 10:20.
16 A I believe through Bed Bath & Beyond 16 (Exhibit 28 was marked for
17 counsel, although I honestly don't remember. I 17 identification.)
18 may have just received a notification directly. 18 BY MR. BRONSTEIN:
19 Q After the lawsuit was filed, did you speak 19 Q Mr. Rosenzweig, can you look at Page 1 of
20 to Mr. Cohen? 20 118.
21 A I did not. 21 When I refer to page numbers, I mean the
22 Q Is he a friend of yours? 22 electronic page number.
23 A He's not. 23 A Yes.
24 Q Did you know him before you became -- 24 Q Have you seen this document before?
25 before you became a nominee under the cooperation 25 A Yes.
Page 27 Page 28
1 Q Do you know that this is a subpoena for 1 Q So your attorney -- attorneys or their
2 documents -- for you to produce documents? 2 representative didn't go into your instruments and
3 A Yes. 3 look; you did?
4 Q Did you comply with the subpoena? 4 A Correct.
5 A Yes. 5 Q Okay. What words did you search for --
6 Q Can you tell me what you did to comply 6 let me take that back.
7 with the subpoena? 7 How did you search for e-mails for
8 A I searched e-mail records and text message 8 documents responsive to this subpoena?
9 and call log records. 9 A Keyword searches for things like Cohen,
10 Q So e-mail, text, and call logs, correct? 10 RC Ventures, Ryan Cohen, Marjorie Bowen, Shelly --
11 A Correct. 11 I forget her last name.
12 Q So you wouldn't have any other documents 12 Q Lombard?
13 that could have been -- let's say, a Word or Excel 13 A Yes. That's correct. Thank you.
14 document on the server of your computer that 14 Shelly Lombard. And then other Bed Bath &
15 wasn't an e-mail, text, or call log? 15 Beyond directors like Harriet Edelman, Sue Gove,
16 MR. GILMORE: Objection to form. 16 Josh Schechter, things like that. Also keywords
17 A Correct. 17 like buybuy BABY, strategy committee, anything
18 BY MR. BRONSTEIN: 18 that was relevant through the body of the
19 Q So everything would have been communicated 19 subpoena.
20 via e-mail at least or one of the other media that 20 Q Did you -- just to make sure it was
21 you just mentioned? 21 thorough, for Bed Bath & Beyond, did you search
22 A Correct. 22 BBBY?
23 Q Did you search yourself or did someone 23 A I did.
24 else? 24 Q And the word "Bed Bath"?
25 A I did. 25 A Yes.
Pages 25 to 28
212-273-9911 1-800-310-1769 732-906-2078
EXHIBIT 26
Page 1
----------------------------------x
In Re BED BATH & BEYOND Master File No.

CORPORATION SECURITIES LITIGATION 1:22-cv-02541-TNM
----------------------------------x
May 13, 2024
10:04 a.m.
Videotaped Deposition of SHELLY LOMBARD,
taken by Plaintiffs, pursuant to Subpoena, held
at the offices of Pomerantz LLP, 600 Third Avenue,
New York, New York, before Joseph R. Danyo, a
Shorthand Reporter and Notary Public within and
for the State of New York.
HUDSON COURT REPORTING & VIDEO (212) 273-9911

212-273-9911 1-800-310-1769 732-906-2078
Page 122 Page 123

1 Lombard 1 Lombard
2 A. I do not -- I can't comment on that. 2 Mr. Rosenzweig. During your time on the board, did
3 I'm not familiar with that. In December of 2022? 3 you communicate with Ms. Bowen and Mr. Rosenzweig
4 Oh, I'm sorry. I'm thinking December 2021. 4 more than any other board members?
5 December 2022 I think I recall that, yes. 5 A. Yes.
6 Q. And his offer was for approximately 6 Q. To be clear, I mean did you communicate
7 $400 million, correct? 7 with them more than you communicated with other
8 A. I don't recall the amount. 8 board members?
9 Q. Were you involved with evaluating Mr. 9 A. Yes.
10 Cohen's offer for the company? 10 Q. Why was that?
11 A. No. 11 A. We were, the three of us were probably
12 Q. What occurred with his offer? 12 more financially savvy than the rest of the board
13 MR. GILMORE: Objection to form. 13 were really retail experts and they were more
14 A. I don't think anything occurred with his 14 business and operating, and we communicated on the
15 offer. 15 balance sheet and the financial aspects of the
16 Q. Did the company accept his offer? 16 company where I am sure the other people were
17 A. No. We were basically shopping it, so 17 communicating with each other on the operating
18 his was not the only discussion going on. 18 aspects of the company. I don't know that for a
19 Q. Why didn't the company accept Mr. 19 fact, but that would make sense.
20 Cohen's offer? 20 Q. Did you think the other members of the
21 A. I can't recall. Probably because we 21 board wouldn't understand your comments about the
22 thought maybe we could get a better offer from 22 financial aspects of the company?
23 someone else. 23 A. Some of them probably might not have.
24 Q. We have seen a number of text message 24 Q. But some of them would have?
25 conversations and e-mails among you, Ms. Bowen and 25 A. Possibly.
Page 124 Page 125

1 Lombard 1 Lombard
2 Q. Is there a reason you didn't communicate 2 MR. SOLOVEICHIK: Thank you very much.
3 with those board members as well as Ms. Bowen and 3 I have no further questions.
4 Mr. Rosenzweig? 4 MR. GILMORE: If we can go off the
5 A. Some of it is just relationship-driven. 5 record for ten minutes, I may have a few
6 I communicated with Josh. He is a finance person 6 questions, but I want to get my notes in
7 so when he was also chair of the audit committee, 7 order.
8 so I had multiple conversations with him. 8 THE VIDEOGRAPHER: We are going off the
9 Q. Your written communications with Ms. 9 record at 3 p.m.
10 Bowen and Mr. Rosenzweig frequently related to Mr. 10 (Recess taken)
11 Cohen, correct? 11 THE VIDEOGRAPHER: The time is 3:11 p.m.
12 MS. WEBSTER: Objection to form. 12 We are back on the record.
13 A. I would not say that. 13 EXAMINATION BY MR. GILMORE:
14 Q. Did the three of you discuss any other 14 Q. Good afternoon, Ms. Lombard. I'm Brian
15 shareholder as frequently as you discussed Mr. 15 Gilmore, I represent the Cohen defendants in this
16 Cohen? 16 case. Thank you very much for your time today. I
17 MS. WEBSTER: Objection to form. 17 know these things can be like a root canal, and the
18 MR. GILMORE: Objection to form. 18 good news is that the root canal is almost over.
19 A. No, I don't think so. 19 Ma'am, you were not a member of the
20 Q. Why is that? 20 strategy committee, correct?
21 A. If any other shareholder had been large 21 A. No.
22 and had operating experience and launching and 22 Q. Okay. Were you personally involved in
23 running a specialty retailer, we might have talked 23 any deliberations about what the company should do
24 about them as well. I was not aware of anyone that 24 with buybuy BABY in 2022?
25 did. 25 MR. SOLOVEICHIK: Objection.
Pages 122 to 125

212-273-9911 1-800-310-1769 732-906-2078
EXHIBIT 27
5/15/24, 9:29 PM Case 1:22-cv-02541-TNM Document 117-3 Filed 05/17/24 Page 216 of 381
BBB00027788.htm
From: Freedman, David <dfreedman@jpmorgan.com>

Sent: Tuesday, August 16, 2022 8:31 PM
To: Harriet Edelman <Harriet.Edelman@Consultant.Bedbath.com>; Sue Gove
<Sue.Gove@bedbath.com>; Gustavo Arnal <Gustavo.Arnal@bedbath.com>; Arlene
Hong <Arlene.Hong@bedbath.com>; Susie Kim <Susie.Kim@bedbath.com>
Cc: LaGere, Jack C <jack.c.lagere@jpmorgan.com>; Gibson, Gina
<gina.gibson@jpmorgan.com>; Johnston, Nik <nik.johnston@jpmorgan.com>; Dilwali,
Kapil A <kapil.a.dilwali@jpmorgan.com>
Subject: Even by meme stock standards, a wild day
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments
or clicking links, especially from unknown senders.
Team,
I have not been sending emails about the meme-stock trading we have been seeing because we had no real insight into
which investors were driving it – other than to say we did not see institutional investor participation. I am emailing today
because we saw 386mm shares of reported volume today after trading almost 165mm yesterday.
The furious buying in the morning may have been driven by some quant fund buying on the “increased” stake
reported by Ryan (even though his number of shares did not change, some services reported a 1.7mm share
increase because they included the call options now but not before).
The reports of Ryan’s increased stake also probably caused retail buying again
Retail also may be trying to fight the short position: I told you at the end of July that short interest in BBBY had
hit 28.5mm share, up from 21.5mm on Jun-30, representing ~42% of the BBY float. The cost to borrow BBBY
had not skyrocketed then; it stood at ~1% on an annualized cost rate.
The shares on loan took an even further jump to 61.5mm shares coming into today (up from ~50mm shares in mid-
July), and the cost to borrow had started to elevate last week and reached 9% coming into today. Yes that is almost
the size of your public float. Implication: even as your stock price rose over the past 9 trading days, the shares on
loan had increased (which means the short interest probably had too).
I would conclude that today may have represented some capitulation by the shorts in BBBY. I would note the
stock peaked near $28 before 11:30 this morning, stayed in a channel between $26-$28 until 14:30, and then fell
sharply back down to the ~$20 level. 145mm shares of reported volume traded between 11:20-14:30 at a volume-
weighted average price (VWAP) of $25.90.
It will be interesting to check the shares on loan data Friday morning to see how much of this may have been short
covering. We’ll let you know.
Regards,
David Freedman, CFA

Vice Chairman
Global Head of Shareholder Engagement and M&A Capital Markets
J.P. Morgan
383 Madison Avenue, 28th Floor
New York, NY 10179
david.freedman@jpmorgan.com
Office: 212-272-4209
Mobile: 917-406-9889
file:///C:/Users/mcpre/Downloads/BBB00027788.htm 1/2
5/15/24, 9:29 PMCase 1:22-cv-02541-TNM Document 117-3 Filed 05/17/24 Page 217 of 381
BBB00027788.htm
This message is confidential and subject to terms at: https://www.jpmorgan.com/emaildisclaimer including on

confidential, privileged or legal entity information, malicious content and monitoring of electronic messages. If
you are not the intended recipient, please delete this message and notify the sender immediately. Any
unauthorized use is strictly prohibited.
file:///C:/Users/mcpre/Downloads/BBB00027788.htm 2/2
EXHIBIT 28
From: Susie
Case Kim <Susie.Kim@bedbath.com>
1:22-cv-02541-TNM Document 117-3 Filed 05/17/24 Page 219 of 381
Sent: Friday, August 5, 2022 6:55 PM
To: Sue Gove <Sue.Gove@bedbath.com>; Gustavo Arnal <Gustavo.Arnal@bedbath.com>
Subject: RE: Trading Update
As a follow-up to my earlier note… we are continue to trade up considerably, +32% at $8.11 on 42m shares of volume. Given the
continued elevation, a short squeeze is most likely in effect based on the options activity and we have also triggered MEME
activity. Our NASDAQ trader has also noted we are among the most active names mentioned on the Reddit boards today and AMC
is now trading up more than 20% as well after opening negatively.
The broader markets are flat to slightly down broader market, and the peer group is trading mixed (+/- LSD).
For your reference, here are some screenshots for additional context.
Susie A. Kim
SVP, INVESTOR RELATIONS & TREASURY
NASDAQ: BBBY
650 Liberty Avenue | Union, NJ 07083
susie.kim@bedbath.com
From: Susie Kim

Sent: Friday, August 5, 2022 10:29 AM
To: Sue Gove <Sue.Gove@bedbath.com>; Gustavo Arnal <Gustavo.Arnal@bedbath.com>
Subject: Trading Update
Sue/Gustavo,
On the open, we are trading up 27% on elevated volume of 17M shares at $7.84 on no new news or rumors. The trading thus far
has been retail-driven (little block volume), and surveillance team believes is day trading and triggered/driven by options activity
($6, $8 and $10 contracts are the most active). Due to this activity, it has also likely triggered short covering, creating a “double
whammy” effect.
I will be back with more but wanted to let you know what I am aware of right now.
Thank you,
Susie
Susie A. Kim
SVP, INVESTOR RELATIONS & TREASURY
NASDAQ: BBBY
650 Liberty Avenue | Union, NJ 07083
susie.kim@bedbath.com
EXHIBIT 29
EXHIBIT 30
EXHIBIT 31
10/23/23, 10:45 AM Case 1:22-cv-02541-TNM Document 117-3SECFiled
FORM05/17/24
3 Page 233 of 381
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE OMB APPROVAL
COMMISSION 3235-
Washington, D.C. 20549 OMB Number:
0104
Estimated average burden
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF hours per

response:
0.5
SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person* 2. Date of Event 3. Issuer Name and Ticker or Trading Symbol
Cohen Ryan
Requiring Statement
(Month/Day/Year)
BED BATH & BEYOND INC [ BBBY ]
04/21/2022 4. Relationship of Reporting Person(s) to 5. If Amendment, Date of Original
Issuer Filed (Month/Day/Year)
(Last) (First) (Middle) (Check all applicable)
PO BOX 25250 Director X 10% Owner
PMB 30427 Officer (give Other (specify

title below) below)
6. Individual or Joint/Group Filing
(Street) (Check Applicable Line)
MIAMI FL 33102 Form filed by One Reporting
Person
(City) (State) (Zip)

X Form filed by More than One
Reporting Person
Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4) 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial
Beneficially Owned (Instr. Form: Direct Ownership (Instr. 5)
4) (D) or Indirect
(I) (Instr. 5)
Common Stock, $.01 par value(1) 7,780,000 I By RC Ventures LLC(2)
Table II - Derivative Securities Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and 3. Title and Amount of Securities 4. 5. 6. Nature of
Expiration Date Underlying Derivative Security Conversion Ownership Indirect
(Month/Day/Year) (Instr. 4) or Exercise Form: Beneficial
Price of Direct (D) Ownership (Instr.
Amount or Derivative or Indirect 5)
Date Expiration Number of Security (I) (Instr. 5)
Exercisable Date Title Shares
Common Stock, By RC Ventures

American-Style Call Option(1) (3) 01/20/2023 1,125,700 60 I
$.01 par value LLC(2)

American-Style Call Option(1) (3) 01/20/2023 44,400 75 I
American-Style Call Option(1) (3) 01/20/2023 500,000 80 I
1. Name and Address of Reporting Person*

Cohen Ryan
(Last) (First) (Middle)
PO BOX 25250
PMB 30427
(Street)
MIAMI FL 33102

https://www.sec.gov/Archives/edgar/data/886158/000119380522001197/xslF345X03/e621885_3-bbby.xml 1/2
FORM05/17/24
3 Page 234 of 381
RC Ventures LLC
PO BOX 25250
PMB 30427
(Street)
MIAMI FL 33102
Explanation of Responses:
1. This Form 3 is filed jointly by RC Ventures LLC ("RC Ventures") and Ryan Cohen ("Mr. Cohen" and together with RC Ventures, the "Reporting Persons"). Each of the
Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common
Stock. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this
report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Securities of the Issuer owned directly by RC Ventures. Mr. Cohen, as the Manager of RC Ventures, may be deemed to beneficially own the securities of the Issuer which are
owned directly by RC Ventures.
3. The American-style call options are currently exercisable.
/s/ Ryan Cohen 08/15/2022

RC Ventures LLC, By: /s/
08/15/2022
Ryan Cohen, Manager
** Signature of Reporting
Date
Person
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid
OMB Number.
https://www.sec.gov/Archives/edgar/data/886158/000119380522001197/xslF345X03/e621885_3-bbby.xml 2/2
EXHIBIT 32
Message
From: Ryan Cohen [ryan@rcmail.com]
on behalf of Ryan Cohen <ryan@rcmail.com> [ryan@rcmail.com]
Sent: 8/15/2022 7:32:44 PM
To: Ryan P. Nebel [RNebel@olshanlaw.com]
Subject: Re: Bbby
Correct but the company repurchased shares and threw me over
On Aug 15, 2022, at 3:32 PM, Nebel, Ryan P. <RNebel@olshanlaw.com> wrote:
Huh? Not aware of you purchasing any shares since settlement agreement which disclosed under
10%.
Also never filed a Form 3 or 4.
Ryan
On Aug 15, 2022, at 3:29 PM, Ryan Cohen <ryan@rcmail.com> wrote:
Your email says I am not a 10% holder but I own over 10%
On Aug 15, 2022, at 3:25 PM, Nebel, Ryan P.

<RNebel@olshanlaw.com> wrote:
Ok
Ryan
Ryan Nebel
OLSHAN
OE SHAN FRONK,. WOLOSKY uP
(Entrance is en 53'd Street between Sixth and Seventh Avenues)
New York, NY 10013
Direct: 212.451.2279
Facsimile: 212.451.2222
Email: RNebeleolshanlaw.com
Web: www.olshanlaw.com
On Aug 15, 2022, at 3:23 PM, Ryan Cohcn <ryan@rcmail.com>

wrote:
> Ryan, can you send me an email in a separate thread confirming
Confidential COHEN0017814
I am NOT an affiliate or affiliate status with respect to Bed Bath &
Beyond. This is time sensitive. My bank is asking for this.
> Thank you

> Ryan
Electronic transmissions by the law firm of Olsban Frome Woiesky LLP may contain information
that is confidential or proprietary. or protecTed by the attomey-olient privilege or v,:ork piKiduct
doctrine. if you are not lie intended recipient. be aware that arty disclosure, cr.tpying, distribution
or toe of the contents hereof is strictly prohibited If you have received this transmission in error,
please notily Oishan Rome Wolosky i..i..P at once at 212 1.51.2300 .
EXHIBIT 33
Message
Sent: 8/15/2022 7:32:59 PM
Subject: Re: Bbby
79.96m outstanding
Huh? Not aware of you purchasing any shares since settlement agreement which disclosed under
10%.
Ryan

Ok
Ryan
Ryan Nebel
OLSHAN
OE SHAN FRONK:. WOLOSKY UP
1325 Avenue of the Atntricae
(Entrance is on 53'd Street between Sixth and Seventh Avenues)
New York, NY 10013
Direct: 212.451.2279
Facsimile: 212.451.2222
On Aug 15, 2022, at 3:23 PM, Ryan Cohcn <ryan@rcmail.com>

wrote:
> Ryan, can you send me an email in a separate thread confirming
I am NOT an affiliate or affiliate status with respect to Bed Bath &
Beyond. This is time sensitive. My bank is asking for this.
> Thank you

> Ryan
Electronic transmissions by the law firm of Olshan FromeWolesky LLP may contain information
that is confidential or proprietary. or protecred by the attomey-olient privilege or v,:ork pioduct
doctrine. if you are not tie intended recipient. be aware that cry disclosure, copying. distribution
or use of the contents hereof is strictly prohibited If you have received this transmission in error,
please mitify Oishan Rome Wolosky at once at 212 1.51.2300 .
EXHIBIT 34
Message
From: Nebel, Ryan P. [RNebel@olshanlaw.com]
on behalf of Nebel, Ryan P. <RNebel@olshanlaw.com> [RNebel@olshanlaw.com]
Sent: 8/15/2022 7:34:09 PM
To: Ryan Cohen [ryan@rcmail.com]
CC: Mahmoud, Bachar [BMahmoud@olshanlaw.com]
Subject: Re: Bbby
Then you would be affiliate if over 10%.

Bachar can help with Form 3.
Ryan
79.96m outstanding
Huh? Not aware of you purchasing any shares since settlement agreement which
disclosed under 10%.
Ryan
On Aug 15, 2022, at 3:29 PM, Ryan Cohen <Dran@rcmail.com>

wrote:

Ok
Ryan
Ryan Wiwi
OLSHAN
OLSHAN mute WOLOSKY LLP
(Entrance is on 63'4 Street between Sixth and Seventh Avenues)
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.461.2222
On Aug 15, 2022, at 3:23 PM, Ryan Cohen

<ryan@rcmail.com> wrote:
> Ryan, can you send me an email in a separate

thread confirming I am NOT an affiliate or affiliate
status with respect to Bed Bath & Beyond. This is
time sensitive. My bank is asking for this.
> Thank you

> Ryan
Bei:Norm transmissions by the law tirn of Oistiari FEQPIC Wolesky LLP inay
contain information that is confidential or proprietary, or protected by the
attorney-client privilege or work product doctrine. if you are not the intended
recipient, be aware that any disclosure. copying, distribution or use of the
contentshereof is strictly prohibited. If you have received this transmission
in error, please notify Oishan Froree Wolosky LLP at once d 212.451.23(0.
EXHIBIT 35
Message
From: Nebel, Ryan P. [RNebel@olshanlaw.com]
on behalf of Nebel, Ryan P. <RNebel@olshanlaw.com> [RNebel@olshanlaw.com]
Sent: 8/15/2022 11:32:40 PM
To: 'Ryan Cohen' [ryan@rcmail.com]
CC: Mahmoud, Bachar [BMahmoud@olshanlaw.com]
Subject: FW: Ryan Cohen, BBBY Status
sent
Ryan Nebel
OLSHAN
OLSHAN FROEVIE WOLOSKY LLP

/325 Avenue of the Americas
(Entrance is on 54"` Street between Sixth and Seventh Avenues)
New York, NY 10019
Direct: 212.451.2279
Facsimiie: 212,451:2222
RNebel@cishantaw.com
Web: www.oishantaw.com
From: Nebel, Ryan P.

Sent: Monday, August 15, 2022 7:32 PM
To: 'susan.lim-herlyn@jpmorgan.com' <susan.lim-herlyn@jpmorgan.com>; 'james.wrenn@jpmchase.com'
<james.wrenn@jpmchase.com>; 'alonso.garza@jpmorgan.com' <alonso.garza@jpmorgan.com>;
'diandra.i.weaver@jpmorgan.com' <diandra.i.weaver@jpmorgan.com>
Cc: Mahmoud, Bachar <BMahmoud@olshanlaw.com>
Subject: RE: Ryan Cohen, BBBY Status
Hi Susan,
For some reason I never received your email and Ryan just forwarded it to us.
Ryan will be a Section 16 filer shortly_we just became aware of the fact that he is now over 10% due to a change in the
number of outstanding shares.
We are unable to confirm that Ryan is not an affiliate for purposes of Rule 144 now that he is above 10% given his prior
settlement with the company that resulted in changes to the composition of the Board.
Thanks,
Ryan
Ryan Nebel
OLSHAN
OiSHAVY i'ttOP,AE WOLOSKY LIP

1325 Avenue of the .Americas
(Entrance is on Se' Street between Sixth and Seventh Avenues)
New York, NY 10019
Direct: 212:4512279
Facsimile: 212 1.51,2222
R.Nebeip?,eichaniew.com
Web: www.oishaniew.com
From: "Weaver, Diandra I" <diandra.i.weaver@jpmorgan.com>
Date: August 15, 2022 at 7:06:40 PM EDT
To: Ryan Cohen <ryanPrcmail.corn>
Subject: FW: Ryan Cohen, BBBY Status
Diandra Weaver Executive Director investment Specialist ).P. Morgan Private Bank
1450 Brickell Ave, Floor 33 Miami, FL 33131 T: 305 579 9603 diandra.i.weaver@ipmoraan.com
privatebank jpmorgan.corn
From: Lim-Herlyn, Susan (WM, USA) <!:.itisan.iini-heri yiajpnlorgan.com>

Date: Monday, Aug 15, 2022, 5:46 PM
To: ItNebei(aidishaniaw.com <RNebel@olshanlaw.com>
Cc: Wrenn, James (Legal, USA) <james.wrenn@jpmehase.com>, Weaver, Diandra I (WM, USA)
<diandraiweaver(itipmorgan.com>, Garza, Alonso (WM, USA) <alonso.garza(ajpruorgan.corn>
Subject: Ryan Cohen, BBBY Status
Hi Ryan,
Our client, Ryan Cohen, has expressed interest in transacting tomorrow on shares of Bed Bath & Beyond
(BBBY) through his entity, RC Ventures LLC.
As part of our standard due diligence, could you please confirm the following:
• Ryan Cohen is not a Section 16 Insider of BBBY
• He is also not considered an Affiliate of BBBY for purposes of Rule 144
If Ryan Cohen is not considered an Affiliate of BBBY, could you please provide some color on how this
conclusion was made?
We appreciate your advice and assistance, and please do not hesitate to contact me with any questions.
Regards,
Susan
Lim-1 erlyn (she/her/hers) Executive Director I IP. Morgan Private Bank
390 Madison Ave, Floor 6 New York, NY 10017 T: 212 270 2307 susan.lim-
herivnOiumorgan.com privatebanklomoraan.com
JIPMorgan
PRivATE, 3AK
).P. Morgan Securities LLC i )PMorgan Chase Bank, N.A.
NOT AN OFFICIAL CONFIRMATION OR VALUATION OF ANY TRANSACTION. Trade instructions will not
be accepted through Electronic Mali (E-mail). For informational purposes only. This does not represent an
official account of the holdings, balances, or transactions made in your account. Please refer to your monthly
account statement for the official record of all of your account activities. For questions, please call your J.P. Morgan
representative. JPMorgan Chase & Co. and its affiliates and employees do not provide tax, legal or accounting
advice, You should consult your own :ax, legal and accounting advisors before engaging in any financial
b-ansactions. Please submit personal information to J.P. Morgan through a secure manner (e.g., Secure Message
Center, Client Exchange, postal mail, fax or m person). Important risk considerations for certain investment
products and asset classes can be found HERE.
INVESTMENT PRODUCTS: NOT FDIC INSURED 0 NO BANK GUARANTEE 0 MAY LOSE VALUE
This message is confidential and subject to terms at: ht-tps://www.ipmorgan.comiemaildisclaim.er

including on confidential, privileged or legal entity information, malicious content and
monitoring of electronic messages. If you are not the intended recipient, please delete this
message and notify the sender immediately. Any unauthorized use is strictly prohibited.
EXHIBIT 36
EXHIBIT 37
Message

Sent: 8/16/2022 11:36:27 AM
To: Nebel, Ryan P. [RNebel@olshanlaw.com]
CC: Mahmoud, Bachar [BMahmoud@olshanlaw.com]; Ferrone, Joseph G. [JFerrone@olshanlaw.com]
Subject: Re: Bbby
Attachments: BBBY - Schedule 13D_A2 (change in outstanding)_8210795(1).DOCX; ATT00002.bin
Please file
On Aug 16, 2022, at 7:34 AM, Nebel, Ryan P. <RNebel@olshanlaw.com> wrote:
Ryan,
We also need to file the attached 13D/A since your position has changed 2% since prior filing due to change in the
outstanding.
Please advise if you have any questions/comments or if we can get this filed as soon as processed by Edgar operators.
Thanks,
Ryan
Ryan Nebel
OLSHAN
(Entrance is on 54th Street between Sixth and Seventh Avenues)
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.451.2222
Email: RNebelaolshanlaw.com
From: Nebel, Ryan P.

Sent: Tuesday, August 16, 2022 7:08 AM
To: 'Ryan Cohen' <ryan@rcmail.com>; Mahmoud, Bachar <BMahmoud@olshanlaw.com>
Cc: Ferrone, Joseph G. <JFerrone@olshanlaw.com>
Subject: RE: Bbby
Can speak now if necessary
Ryan Nebel
OLSHAN
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.451.2222
From: Ryan Cohen [mailto:ryan@rcmail.com]

Sent: Tuesday, August 16, 2022 6:05 AM
To: Mahmoud, Bachar <BMahmoud@olshanlaw.com>; Nebel, Ryan P. <RNebel@olshanlaw.com>
Subject: Re: Bbby
Ryan. What is earliest time I can call you?
The bank needs confirmation I am not an affiliate in order to trade.
On Aug 15, 2022, at 9:32 PM, Mahmoud, Bachar <BMahmoud@olshanlaw.com> wrote:
Ryan — please find a link to the BBBY Form 3 filing below and the filing confirmation attached.
https://www.sec.gov/Archives/edgar/data/0000886158/000119380522001197/xsIF345X02/e621885 3-bbby.xml
Thank you.
Bachar Mahmoud
OLSHAN
(Entrance is on 53rd Street between Sixth and Seventh Avenues)
New York, NY 10019
Direct: 212.451.2215
Facsimile: 212.451.2222
Email: BMahmoudaolshanlaw.com

To: Mahmoud, Bachar <BMahmoud@olshanlaw.com>
Cc: Ferrone, Joseph G. <JFerrone@olshanlaw.com>; Nebel, Ryan P. <RNebel@olshanlaw.com>
Subject: Re: Bbby
I have no comments. Please provide a copy once filed.
Thanks
Ryan,
Please see the Form 3 we have prepared for you at BBBY. The date in Box 2 (4/21/22) is based on the filing date of the
10-K first disclosing a share count that pushed you over 10%. Please let us know if you have any comments. We can get
this filed tonight before 10pm with your approval.
Thanks,
Bachar
Bachar Mahmoud
OLSHAN
(Entrance is on 53rd Street between Sixth and Seventh Avenue!,
New York, NY 10019
Direct: 212.451.2215
Facsimile: 212.451.2222

To: Mahmoud, Bachar <BMahmoud@olshanlaw.com>; Nebel, Ryan P. <RNebel@olshanlaw.com>
Subject: Re: Bbby
thank you.
Ryan - has JPM reached out to you? Can you talk to them today? I need to get this resolved tonight so I can
trade tomorrow.
7pm. Thanks.
Bachar Mahmoud
OLSHAN
New York, NY 10019
Direct: 212.451.2215
Facsimile: 212.451.2222

To: Nebel, Ryan P. <RNebel@olshanlaw.com>
Subject: Re: Bbby
What is the ETA on this?
Should be able to trade tomorrow then.

Bachar will send you Form 3 once available, but it won't be in next few minutes.
Ryan Nebel
OLSHAN
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.451.2222

Subject: Re: Bbby
The bank won't let me trade until I either file the form or you confirm I'm not an affiliate...
Cannot. You are an affiliate if above 10%. You also put directors on the Board so you cannot rebut the presumption that
you are an affiliate once above 10%.
Ryan Nebel
OLSHAN
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.451.2222

Subject: Re: Bbby
Can you email me confirming I am not an affiliate in a separate thread
That should clear me with the bank
On Aug 15, 2022, at 3:49 PM, Nebel, Ryan P. <RNcbcl@olshanlaw.com> wrote:
Not prevented from trading in meantime.

It is something that can be done today.
Ryan Nebel
OLSHAN
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.451.2222

Subject: Re: Bbby
How long will this take? Am I prevented from trading in the meantime? Can this be done today?
Then you would be affiliate if over 10%.

Bachar can help with Form 3.
Ryan
79.96m outstanding
Huh? Not aware of you purchasing any shares since settlement agreement which disclosed under 10%.
Ryan
Ok
Ryan
Ryan Nebel
OLSHAN
New York, NY 10019
Direct: 212.451.2279
Facsimile: 212.451.2222
Email: RNebelOolshanlaw.com
On Aug 15, 2022, at 3:23 PM, Ryan Cohen <ryangrcmail.com> wrote:
> Ryan, can you send me an email in a separate thread confirming I am NOT an affiliate or affiliate status with
respect to Bed Bath & Beyond. This is time sensitive. My bank is asking for this.
> Thank you

> Ryan
Electronic transmissions by the law firm of Olshan Frome Wolosky LLP may contain information that is confidential or proprietary, or protected by the attorney-
client privilege or work product doctrine. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents hereof is
strictly prohibited. If you have received this transmission in error, please notify Olshan Frome Wolosky LLP at once at 212.451.2300.
<BBBY - SEC FORM 3.pdf>
EXHIBIT 38
SC 13D/A 1 sc13da313351002_08182022.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D
Case 1:22-cv-02541-TNM Document UNITED117-3
STATESFiled 05/17/24 Page 260 of 381
SCHEDULE 13D
(Rule 13d-101)

§ 240.13d-2(a)
(Amendment No. 3)1

(Name of Issuer)

075896100
(CUSIP Number)
RYAN NEBEL
(212) 451-2300
August 16, 2022

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 075896100
RC VENTURES LLC
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS

2(e)
DELAWARE
SHARES
BENEFICIALLY -0-
EACH
REPORTING -0-
-0-
-0-
-0-
0%
OO
2
CUSIP No. 075896100
RYAN COHEN
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS

2(e)
CANADA
SHARES
BENEFICIALLY -0-
EACH
REPORTING -0-
-0-
-0-
-0-
0%
IN
3
CUSIP No. 075896100
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3
amends the Schedule 13D as specifically set forth herein.
Items 5 (a) – (c) and (e) are hereby amended and restated to read as follows:
(a), (b) As of the date hereof, none of the Reporting Persons beneficially owned any Shares, constituting 0% of the Shares outstanding.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment
No. 2 to the Schedule 13D. All of such transactions were effected in the open market.
(e) As of August 17, 2022, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
Item 6 is hereby amended to add the following:
Following the transactions reported in Schedule A annexed hereto, the Reporting Persons no longer owned any options with respect to the
Issuer.
4
CUSIP No. 075896100
SIGNATURES
Dated: August 18, 2022
RC Ventures LLC
By: /s/ Ryan Cohen

Name: Ryan Cohen
Title: Manager
/s/ Ryan Cohen

Ryan Cohen
5
CUSIP No. 075896100
SCHEDULE A
Transactions in Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
Securities Price Per Date of

Nature of the Transaction Sold Security($) Sale
RC VENTURES LLC
Sale of Common Stock 446,399 18.68481 08/16/2022

Sale of Common Stock 1,443,818 20.78343 08/16/2022
Sale of January 2023 Call Option
7,475 6.546618 08/17/2022
($60 Exercise Price)17
3,782 8.617719 08/17/2022
444 5.659620 08/17/2022
3,826 5.343321 08/17/2022
1,174 7.026422 08/17/2022
1
Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $18.0600 to $19.0500, inclusive. The
Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.
2
3 Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $20.1200 to $21.1100, inclusive. The
4
6
7
Reporting Persons undertake
Caseto1:22-cv-02541-TNM
provide the Issuer, any security holder of the117-3
Document Issuer or Filed
the staff05/17/24
of the Securities
Pageand 266
Exchange Commission, upon request,
of 381
9
11
13
15
16
17 Exchange-listed American-style call options with expiration date of January 20, 2023.
18
Represents a weighted average price. These call options were sold in multiple transactions at prices ranging from $6.4000 to $6.9500, inclusive. The
full information regarding the number of call options sold at each separate price within the range set forth in this footnote.
19 Represents a weighted average price. These call options were sold in multiple transactions at prices ranging from $8.5000 to $8.9000, inclusive. The
20
21 Represents a weighted average price. These call options were sold in multiple transactions at prices ranging from $5.2000 to $5.8500, inclusive. The
22
EXHIBIT 39
Message
Sent: 8/16/2022 12:55:43 PM
Subject: Re: BBBY
Should I share this with JPM? Can I call you?
On Aug 16, 2022, at 8:25 AM, Nebel, Ryan P. <RNebel(a),olshanlaw.com> wrote:
Average weekly trading volume is 27.5M shares.

Way to solve this is for JPM to file 144 on your behalf and then you are in compliance and can sell.
Ryan Nebel
OLSHAN
OLSHAN FROME WOLOSKY LIP
New York, NY 10019
Direct: 212.451.2279
Facetmile: 212.M.2222
RNebeiAolshertiaw.com
Web: www.oishanlaw.com
Electronic transmissions by the IOW firm of Oishan Fronts Weii0Sky LLP may contain information that IS confidentiW or proprietary, or
protected by ftie attorney-client privilege Cg work product dootnne. IF you are not the intended recipient, be swath that any diSdOSUM,
copying, distribution or use of the contents heteof is strictly prohibited. It you have received this iransrnission in coon please notify Olshan
roma Vkiolosky LLP at once at 2'i 2.451.2300.
<BBBY Trading Volume_8213158(1).XLS>
EXHIBIT 40
EXHIBIT 41
EXHIBIT 42
EXHIBIT 43
Page 1
1 IN THE DISTRICT COURT

2
3 _________________________
:
4 IN RE BED BATH & BEYOND :
CORPORATION SECURITIES : Case No.
5 LITIGATION : 1:22-cv-02541-TNM
_________________________:
6
7
8
9 Wednesday, May 15, 2024
10
Remote Zoom Video Deposition of EDOUARD
11
COTI, taken with the witness participating from
12
his residence in Moscow, Russia, beginning at
13
10:02 a.m., EDT, before, Ryan K. Black,
14
RPR, CLR, Notary Public in and for the
15
the Commonwealth of Pennsylvania.
16
17
18
19
20
21
22

215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
Page 46 Page 48
1 open, Brian? 1 Q. You've referred to retail investors as
2 MR. GILMORE: I -- I -- I didn't get it 2 ape mongols, correct?
3 out. 3 A. As?
4 MR. BRONSTEIN: So ask your question, 4 Q. Ape mongols.
5 please. 5 A. Are you using "mongol" in the French
6 MR. GILMORE: Thanks, Peretz. 6 term? Yes?
7 MR. BRONSTEIN: I want to get my 7 Q. Yes.
8 objection in. 8 A. Okay. In fact, I didn't invented [sic]
9 BY MR. GILMORE: 9 anything here. I just took the terms that retail
10 Q. In your opinion, was BBBY a meme stock 10 investors and use -- are using in Reddit to call
11 during August of 2022? 11 themselves. So I took their nickname that they
12 MR. BRONSTEIN: Objection. Answered 12 are using and just translate in French as mongol
13 several times already. 13 is an idiot, so nothing more.
14 THE WITNESS: I should answer one more 14 Q. Okay. So if I go on Reddit, I will find
15 time? Yes? 15 retail investors referring to themselves as ape
16 MR. BRONSTEIN: Yes. 16 mongols?
17 THE WITNESS: Yes. BBBY at that time 17 A. Because, as I said, mongol is the French
18 was a stock for me, as it was before and after. 18 term. But in English, if I remember, they used
19 BY MR. GILMORE: 19 the regards -- retards, some other words, I
20 Q. Is it your testimony that BBBY was not a 20 think. I don't remember well, but -- so I just
21 meme stock during August of 2022? 21 used the French term, as I am French.
22 MR. BRONSTEIN: Objection. Asked and 22 Q. Okay.
Page 47 Page 49
1 answered. 1 A. Didn't inventing -- invented anything
2 Please don't harass him. 2 here.
3 THE WITNESS: No, I didn't say that. 3 Q. Okay. When you used the term mongols to
4 I said that, for me, BBBY was a stock. For some 4 refer to retail investors, you were doing so in
5 other investors, I think it was a -- possibly a 5 an insulting way, correct?
6 meme stock. 6 MR. BRONSTEIN: Objection.
7 BY MR. GILMORE: 7 THE WITNESS: Not at all.
8 Q. But it was not a meme stock for you? 8 As I said, I'm just using the terms.
9 A. For me, no, it was a stock, as I said. 9 They are defining themselves. So I didn't
10 Q. Okay. Sir, you don't have much respect 10 express anything from my side.
11 for retail investors, do you? 11 BY MR. GILMORE:
12 MR. BRONSTEIN: Objection. 12 Q. A moment ago I think you mentioned the
13 THE WITNESS: I have a lot of respect 13 term "retard." Have you ever referred to retail
14 for retail investors. There are some investors 14 investors at "retards"?
15 -- retail investors far more successful than I 15 MR. BRONSTEIN: Objection.
16 am, and I have a lot of respect for everyone. 16 THE WITNESS: I said that is the term
17 BY MR. GILMORE: 17 that retail investors are -- are using for
18 Q. Okay. Do you think you're smarter than 18 themselves. I can't remember if I used this
19 meme stock -- retail investors? 19 word. But I say no, because I -- well, I don't
20 MR. BRONSTEIN: Objection. 20 think so.
21 THE WITNESS: Of course not. 21 BY MR. GILMORE:
22 BY MR. GILMORE: 22 Q. It's your testimony you've never called
13 (Pages 46 - 49)
215-241-1000 ~ 610-434-8588 ~ 302-571-0510 ~ 202-803-8830
EXHIBIT 44
sec.gov/Archives/edgar/data/1822844/000092189522002496/sc13da313351002_08182022.htm
SC 13D/A 1 sc13da313351002_08182022.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

UNITED STATES
SCHEDULE 13D
(Rule 13d-101)

§ 240.13d-2(a)
(Amendment No. 3)1

(Name of Issuer)

075896100
(CUSIP Number)
RYAN NEBEL
(212) 451-2300
August 16, 2022

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
https://www.sec.gov/Archives/edgar/data/1822844/000092189522002496/sc13da313351002_08182022.htm 1/8
CUSIP No. 075896100
RC VENTURES LLC
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ☐

ITEM 2(d) OR 2(e)
DELAWARE
SHARES
BENEFICIALLY -0-
EACH
REPORTING -0-
-0-
-0-
-0-
0%
OO
CUSIP No. 075896100
RYAN COHEN
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ☐

ITEM 2(d) OR 2(e)
CANADA
SHARES
BENEFICIALLY -0-
EACH
REPORTING -0-
-0-
-0-
-0-
0%
IN
CUSIP No. 075896100
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”).
This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Items 5 (a) – (c) and (e) are hereby amended and restated to read as follows:
(a), (b) As of the date hereof, none of the Reporting Persons beneficially owned any Shares, constituting 0% of the
Shares outstanding.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the
filing of Amendment No. 2 to the Schedule 13D. All of such transactions were effected in the open market.
(e) As of August 17, 2022, the Reporting Persons ceased to beneficially own more than 5% of the outstanding
Shares.
Item 6 is hereby amended to add the following:
Following the transactions reported in Schedule A annexed hereto, the Reporting Persons no longer owned any
options with respect to the Issuer.
CUSIP No. 075896100
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: August 18, 2022
RC Ventures LLC
By: /s/ Ryan Cohen

Name: Ryan Cohen
Title: Manager
/s/ Ryan Cohen

Ryan Cohen
CUSIP No. 075896100
SCHEDULE A
Transactions in Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
Securities Price Per Date of

Nature of the Transaction Sold Security($) Sale
RC VENTURES LLC

Sale of January 2023 Call
7,475 6.546618 08/17/2022
Option ($60 Exercise Price)17
3,782 8.617719 08/17/2022
444 5.659620 08/17/2022
3,826 5.343321 08/17/2022
1,174 7.026422 08/17/2022
1
Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $18.0600 to $19.0500,
inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set
forth in this footnote.
2
3 Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $20.1200 to $21.1100,
4
6
8
10
12
13
15
16
17 Exchange-listed American-style call options with expiration date of January 20, 2023.
18
Represents a weighted average price. These call options were sold in multiple transactions at prices ranging from $6.4000 to
$6.9500, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of call options sold at each separate price within the
range set forth in this footnote.
19 Represents a weighted average price. These call options were sold in multiple transactions at prices ranging from $8.5000 to
20
21 Represents a weighted average price. These call options were sold in multiple transactions at prices ranging from $5.2000 to
22
EXHIBIT 45
FORM05/17/24
4 Page 291 of 381
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
Check this box if no longer subject STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP hours per response: 0.5
to Section 16. Form 4 or Form 5
X obligations may continue. See
Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
Cohen Ryan BED BATH & BEYOND INC [ BBBY ] (Check all applicable)
Director X 10% Owner
Officer (give title Other (specify
below)
X below)
(Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year)
PO BOX 25250 08/16/2022 See Footnote 1
PMB 30427
4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable
(Street) Line)
MIAMI FL 33102 Form filed by One Reporting Person
X FormPerson
filed by More than One Reporting
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3) 2. Transaction 2A. Deemed 3. 4. Securities Acquired (A) or 5. Amount of 6. Ownership 7. Nature
Date Execution Date, Transaction Disposed Of (D) (Instr. 3, 4 and 5) Securities Form: Direct of Indirect
(Month/Day/Year) if any Code (Instr. Beneficially (D) or Beneficial
(Month/Day/Year) 8) Owned Indirect (I) Ownership
Following (Instr. 4) (Instr. 4)
(A) Reported
Code V Amount or Price Transaction(s)
(D) (Instr. 3 and 4)
By RC
Common Stock, $.01 par value(1) 08/16/2022 S 446,399 D $18.6848(3) 7,333,601 I Ventures
LLC(2)
By RC
LLC(2)
By RC
Common Stock, $.01 par value(1) 08/16/2022 S 1,443,818 D $20.7834(5) 5,077,335 I Ventures
LLC(2)
By RC
Common Stock, $.01 par value(1) 08/16/2022 S 1,059,021 D $21.4209(6) 4,018,314 I Ventures
LLC(2)
By RC
LLC(2)
By RC
LLC(2)
By RC
LLC(2)
By RC
LLC(2)
By RC
LLC(2)
https://www.sec.gov/Archives/edgar/data/886158/000092189522002498/xslF345X03/form413351002_08182022.xml 1/3
FORM05/17/24
4 Page 292 of 381
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. 3. Transaction 3A. Deemed 4. 5. 6. Date Exercisable and 7. Title and 8. Price of 9. Number of 10. 11. Nature
Derivative Conversion Date Execution Date, Transaction Number Expiration Date Amount of Derivative derivative Ownership of Indirect
Security or Exercise (Month/Day/Year) if any Code (Instr. of (Month/Day/Year) Securities Security Securities Form: Beneficial
(Instr. 3) Price of (Month/Day/Year) 8) Derivative Underlying (Instr. 5) Beneficially Direct (D) Ownership
Derivative Securities Derivative Owned or Indirect (Instr. 4)
Security Acquired Security Following (I) (Instr. 4)
(A) or (Instr. 3 and 4) Reported
Disposed Transaction(s)
of (D) (Instr. 4)
(Instr. 3, 4
and 5)
Amount
or
Number
Date Expiration of
Code V (A) (D) Exercisable Date Title Shares

Cohen Ryan
PO BOX 25250
PMB 30427
(Street)
MIAMI FL 33102

RC Ventures LLC
PO BOX 25250
PMB 30427
(Street)
MIAMI FL 33102
Explanation of Responses:
1. This Form 4 is filed jointly by RC Ventures LLC ("RC Ventures") and Ryan Cohen ("Mr. Cohen" and together with RC Ventures, the "Reporting Persons"). The Reporting Persons previously may
have been deemed members of a Section 13(d) group that no longer beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock ("Shares"). Each Reporting Person disclaims
beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting
Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Securities of the Issuer owned directly by RC Ventures. Mr. Cohen, as the Manager of RC Ventures, may be deemed to beneficially own the securities of the Issuer which are owned directly by RC
Ventures.
3. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $18.0600 to $19.0500, inclusive. The Reporting Persons undertake to provide the Issuer,
any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set
/s/ Ryan Cohen 08/18/2022
FORM05/17/24
4 Page 293 of 381
RC Ventures LLC, By: /s/
08/18/2022
Ryan Cohen, Manager
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EXHIBIT 46
Post
New
Case 1:22-cv-02541-TNM Document 117-3 Filed 05/17/24 Page to X?
295 of 381
Sign up now to get your own personalized timeline!
Ryan Cohen
Settings @ryancohen
Sign up with Google
Ask not what your company can do for you – ask what you can do for
your company
Sign up with Apple
6:04 PM · Aug 5, 2022
Create account
3,231 Reposts 349 Quotes 20.6K Likes 50 Bookmarks
By signing up, you agree to the Terms of Service and
Privacy Policy, including Cookie Use.
50
Relevant people
Ryan Cohen
Follow
@ryancohen
Trends are unavailable.
Terms of Service Privacy Policy Cookie Policy

Accessibility Ads info More © 2023 X Corp.
Don’t miss what’s happening Log in Sign up

People on X are the first to know.
EXHIBIT 47
4/2/24, 9:35 AM Case 1:22-cv-02541-TNM Document
BBBY Megathread 117-3 August
for Wednesday Filed17th, 2022 🍉🚀 :Page
05/17/24 297 of 381
r/wallstreetbets
Skip to main content

r/wallstreetbets Search in r/wallstreetbets Log In
r/wallstreetbets • 2 yr. ago

OPINION_IS_UNPOPULAR
BBBY Megathread for Wednesday August 17th, 2022 🍉🚀

YOLO
WELCOME TO THE FUCKIN CASINO R/ALL
15K 47K Share
Sort by: Top
Add a Comment
TheLedgerMan0 • 2y ago
40USD today and ill talk to a girl
1.3K Reply Share
DataScience-FTW • 2y ago
$80 and we get him laid
565 Reply Share
24 more replies
32 more replies
NoFeature5845 • 2y ago
My mom asked me if I'd jump off a bridge if all my friends jumped off it first.
I told her only if Cramer tweeted 4 times telling me not to do it.
$BBBY to $100
1.2K Reply Share
13 more replies
[deleted] • 2y ago
gxrdon • 2y ago
https://www.reddit.com/r/wallstreetbets/comments/wqom2k/bbby_megathread_for_wednesday_august_17th_2022/?sort=top 1/42
05/17/24 298 of 381
r/wallstreetbets
Just bought 400 shares @ 28 and am down a cool 700 dollars in one minute
Log In
531 Reply Share
22 more replies
Baron_runs • 2y ago
Fuck you work I got things to do.
405 Reply Share
4 more replies
GurpsCheema • 2y ago
BBBY to $420 because why not
400 Reply Share
5 more replies
modcaleb • 2y ago
If this hits $70 tomorrow I will tell my parents I’m gay
373 Reply Share
Wizzlebonk • 2y ago
I'll also tell mine you're gay
329 Reply Share
2 more replies
15 more replies
TheOnlySafeCult • 2y ago
who else likes the stock?

312 Reply Share
9 more replies
PineappleLord72 • 2y ago
Is this the end?
Of POVERTY?
303 Reply Share
5 more replies
05/17/24 299 of 381
r/wallstreetbets
Log In
That's shit is more stable at 25 $ than me at 25 years old
301 Reply Share
4 more replies
Y’all panicking when BBBY is trading flat at +25% while the whole market is red. Stop doomscrolling.
Go flip a few burgers and come back, the drive thru line is getting backed up.
293 Reply Share
3 more replies
Ok_Inevitable_9901 • 2y ago
CNBC coverage this morning is so bearish on the meme “manipulation” as they call it. Cramer even calling
out for an SEC investigation. Aren’t the shorties the real manipulators here?
279 Reply Share
14 more replies
STOP ASKING "IF IT'S TOO LATE?". ALSO STOP ANSWERING.
STOP ASKING "SHOULD I BUY BBBY?" ALSO STOP ANSWERING.
SQUEEZE HYPE 101; WE ARE NOT FINANCIAL ADVISORS
That being said.....
WE JUST LIKE THE STOCK

210 Reply Share
6 more replies
PregnantPickle_ • 2y ago
JIM CRAMER SHITS STANDING UP
193 Reply Share
05/17/24 300 of 381
r/wallstreetbets
6 more
Skip to main replies
content
Log In
aexolthum • 2y ago • Edited 2y ago
Just put 25k into BBBY, in 1.5 hours i will put another dollar in for every upvote comment gets
181 Reply Share
9 more replies
ATiBright • 2y ago
Repost from main thread of my thoughts:
I'm playing bed bath for fun. Currently still up ~1000$. Just want to point out all the negativity and shaming
going on now was going on with GME after round 1 as well. Then we all saw it go from 40$ back to 360$. Will
Ryan sell? Maybe, does it really matter outside of narrative? Not really, he could sell every share he owns and
it still wouldn't be 5% of the volume between yesterday and today. It would suck but if you think it's a
squeeze with 50%+ shorting that thesis really shouldn't change unless all the other insiders would dump too.
It's a meme stock that is heavily shorted. If you aren't here for the roller coaster ride, you shoulda been willing
to take profits or set a stop loss. If you are here for the ride, just kick back and see where it takes you. Don't
gamble with money that's essential to your life if it causes you emotional distress.
158 Reply Share
livestreamerr • 2y ago
well said
9 Reply Share
But I did set a stop loss...
At $1000/share.
8 Reply Share
Dntdi3 • 2y ago
Baller
1 Reply Share
SemiSweetStrawberry • 2y ago
Big mood. The highs feel great but you need to get off this ride yesterday if you can’t handle the lows
because it’s not gonna be a straight shot to the top
7 Reply Share
Slimjimpapicholo • 2y ago
Dont panic sell if BBBY dips
05/17/24 301 of 381
r/wallstreetbets
158 content Reply

Skip to main Share
Log In
12 more replies
thrill-a • 2y ago
Changed the language on my app to japanese so i couldn't sell even if i wanted to
157 Reply Share
6 more replies
Replyafterme • 2y ago
If you're holding and not selling, upvote this so the shills understand we aren't the ones selling
147 Reply Share
harleyray • 2y ago
TIME TO FOMO BITCHES! WE HAVENT EVEN HIT THE 52 WEEK HIGH. THIS SQUEEZE IS JUST STARTING. TO
INFINITY AND $BBBYONDDDDDD!!!
148 Reply Share
3 more replies
DxLaughRiot • 2y ago
It was literally $30 this morning, why tf would anyone sell at $23???
This is GME all over again now’s your fucking chance boys. Either grow some ape nuts or go back to working
at wallmart
120 Reply Share
9 more replies
Major_Fang • 2y ago
UPVOTE IF YOU ARE NOT SELLING
118 Reply Share
2 more replies
mnlmr • 2y ago
05/17/24 302 of 381
r/wallstreetbets
No stop losses. Don’t panic when it temporarily dips. We

Skip to main content like
Log In
the stock.
116 Reply Share
7 more replies
Alarming_Associate47 • 2y ago
Just bought the top again. Doing my part.
113 Reply Share
3 more replies
mangothemonk • 2y ago
if you actually read the filing. Ryan is just reporting his shares he did not sell them
upvote for visibility
113 Reply Share
3 more replies
OGPink • 2y ago
35-40 eod easily
115 Reply Share
3 more replies
gimmethemshoes11 • 2y ago
You hear that?
CRAMER JUST CALLED US ALL DUMB LOSERS
112 Reply Share
7 more replies
My kids are either going to Harvard or I am losing full custody when this is all over
114 Reply Share
freehouse_throwaway • 2y ago
Guys I'm starting to think BBBY shorts are getting squeezed a bit
Duno just a hunch.
05/17/24 303 of 381
r/wallstreetbets
109 content Reply

Skip to main Share
Log In
aaron_9921 • 2y ago
The amount of people not doing shit at work rn is astronomical
102 Reply Share
2 more replies
OB1KENOB • 2y ago
For anyone who is anxious: we’ve closed green EVERY DAY for the last several days. That’s the perspective to
think with.
104 Reply Share
6 more replies
Just-Commission9594 • 2y ago
Had 5k saved up for a ring for my gf... Either I buy a lambo next week, or she kills me. In bobby we trust.
98 Reply Share
DataScience-FTW • 2y ago
Already up pre-market. Thank you to the Europoors. America, let’s fucking go! To the moon or bust.
97 Reply Share
2 more replies
Pleasant-Truth4672 • 2y ago
The update from BBBY management we have all been waiting for.
https://www.webull.com/news/52523835
The squeeze will come between tomorrow and Monday.
Mark my words
Vote this up to the top of WSB
BBBY will be sitting on a hefty pile of e-commerce cash soon.
97 Reply Share
11 more replies
Kingsley-Zissou • 2y ago
Some of ya’ll never squeezed nuts and it shows.
05/17/24 304 of 381
r/wallstreetbets
94
Skip to main contentReply Share
Log In
1 more reply
adruno • 2y ago
Bought 100k shares at $28.06... BBBY to the moon...
94 Reply Share
9 more replies
TallDarkandHandstand • 2y ago
Went fully regarded. Didn’t wire my funds on last Thursday- did electronic fund on Friday. Finally available
this morning.
70k @ 26.32/share
BBBY 🤞🙏🚀🚀🚀
93 Reply Share
6 more replies
Comprehensive_Poem59 • 2y ago
If bbby hits $50 eow I’ll get it tattooed on my fucking body
90 Reply Share
1 more reply
Oh shit guys I’m getting a little nervous I think it’s time to sell everything…
MY GIRLFRIEND, MY DOG, MY HOUSE, CAR, CUM, ORGANS, TALENTS, MOM’S SECOND MORTGAGE, KIDS’
COLLEGE FUND LETS GOOOOOOOOOOOOOOOOOO
BUY MORE
90 Reply Share
2 more replies
silencethethoughts • 2y ago
I don’t look at the price I look at the reactions of this thread
92 Reply Share
3 more replies
Mesmeryze • 2y ago
05/17/24 305 of 381
r/wallstreetbets

Log In
MORALE IS LOW I CAN SENSE IT HEY SMOOTH BRAINS WE ARE
FUCKING UP 20% I KNOW VERTICAL LINES UP ARE GREAT BUT
CAN’T HAVE THAT 24/7 JUST CONTINUE TO BUY AND HODLLLL
💎🙌🏼🚀🍉🍉🍉
86 Reply Share
5 more replies
Noxhero2134 • 2y ago
RC did NOT sell you fucking regards. He had to file that form once his ownership went over 10% and he
became an insider! If he wanted to retain the RIGHT TO SELL he has to file the 144. Jesus you paperhanded
crybabies. Don’t believe everything you see on Twitter. SHORT AND DISTORT
85 Reply Share
6 more replies
nightingle26 • 2y ago
Why is everyone bitching? I've seen gme go from 20% down AH to 80% up by morning. Calm your tits
87 Reply Share
4 more replies
heathermyllz • 2y ago
Like if your BBBY position is in the red so I don’t feel so alone
84 Reply Share
5 more replies
Fit-Needleworker-997 • 2y ago • Edited 2y ago
05/17/24 306 of 381
r/wallstreetbets
Im not a financial advisor but I do believe in the movement and I was hoping to throw some info out here for
people to consider! With everyone throwing around the claim that Ryan Cohen is selling off allLog In stocks
of his
and call options I did some digging. Since he owns more than 10% of the company he must comply with the
Short-Swing Profit Rule, TLDR, if you buy and sell something within the same 6 month period then you must
return 100% of the profits to the company. See the rule here
https://www.investopedia.com/terms/s/shortswingprofitrule.asp
So, anything that he bought on 02/17 or after he would lose 100% of his profits on, which begs the question
how much did he invest between 02/17 and 03/03? In the link below, scroll to the bottom of the page and
you can see his transaction history for BBBY. Ive also tried my best to paste the transactions made after
02/16/22 below as well, the 2nd column is the number of securities he purchased (Shares or call options), the
3rd column is the price per share or price per call option (x100, dont forget) and the 4th column is the date of
purchase.
https://bedbathandbeyond.gcs-web.com/node/15731/html
Purchase of January 2023 Call Option ($60 Exercise Price)* 4,757 0.9324 02/28/2022
Purchase of January 2023 Call Option ($75 Exercise Price)* 243 0.7603 02/28/2022
Purchase of January 2023 Call Option ($75 Exercise Price)* 201 1.0803 03/01/2022

05/17/24 307 of 381
r/wallstreetbets
SkipFinal
to main content
thoughts, just want to here what you guys think? Personally, I think it was a fake scare and we are in for
Log In
a run to the moon
Edit: Here is the 6 month period for those curious.
https://calculat.io/date/count/6--months--from--16-february-2022
Edit: Also for summary, between 02/22/22 and 03/03/22 he bought 3,680,000 shares of stock for a price
between $14 and $17 a share. He also bought 16,701 Call options for a price between $93 a contract and
$146 a contract. 3,680,000 shares at an average of $15.50 would be $54,040,000 and 16,701 call options at an
average of $120 would be $2,004,120.
87 Reply Share
12 more replies
Gminsta • 2y ago
My portfolios now 100% BBBY 🚀
78 Reply Share
5 more replies
2 dollars is fucking nothing I seriously hope nobody here is

selling. We are GREEN in a bloodbath day overall. Untie your
panties you pussies
81 Reply Share
1 more reply
No-Pumpkin-6946 • 2y ago
OPEN LETTER TO ELON MUSK: you like money, We like money, lets make some money.
79 Reply Share
[deleted] • 2y ago • Edited 2y ago
Each upvote is 10 cents I put into bbby EDIT 4 bucks going in, can’t afford to put more.
75 Reply Share
1 more reply
05/17/24 308 of 381
r/wallstreetbets
Skipasifp82
to main• 2y
content
ago Log In
Game is clear. Someone is really fucking scared for this to break through 28/29.....
74 Reply Share
2 more replies
bout_that_rahrah • 2y ago
We have more volume than TSLA, APPL, MSFT, META + more combined.... THIS IS NOT A DRILL!!
74 Reply Share
1 more reply
ibuycsgoskins • 2y ago
Thinking about buying 5872 shares (all my money) should I?
73 Reply Share
14 more replies
Im_Blind_And_Deaf • 2y ago
𝐏𝐚𝐭𝐢𝐞𝐧𝐜𝐞, 𝐜𝐮𝐧𝐭𝐬.
𝐖𝐚𝐫𝐫𝐞𝐧 𝐁𝐮𝐟𝐟𝐞𝐭
76 Reply Share
blyatkowitsch • 2y ago
As a german i can only say thx for the discount tomorrow at PM you paperhanded bitches
77 Reply Share
2 more replies
yao97ming • 2y ago
Upvote this if you diamond handed today AH
77 Reply Share
1 more reply
GrowthElectronic8147 • 2y ago
05/17/24 309 of 381
r/wallstreetbets
ladies & gents, DO NOT LOSE INTEREST, DO NOT LOSE THE MOMENTUM AND ENERGY. this is part of the
hedge funds plan. yesterday, they crashed the price to scare people into selling. today, they areLog In
doing
everything they can to keep the price from rising, hoping we get bored and sell. while we’re sitting here, THEY
ARE PAYING A LOT OF MONEY TO CONTINUOUSLY KEEP THEIR SHORT POSITIONS OPEN. they want us to get
bored quickly, sell and move on. keep holding what you have and don’t lose faith. gme didn’t happen in a
week!! 🍻
71 Reply Share
2 more replies
So for those from r/all wondering what's up with BBBY here's the low down:
Bed Bath and Beyond is shorted to oblivion like GameStop was (is), and the people who did the shorting are
finding themselves even more underwater this time.
So the bad guys (short hedge funds) used mass media to bring attention to the stock along with GameStop
and AMC, and today, after hours when retail trader where out of the game, they shorted all three into the
ground.
So now they have survived another day but they are deeper underwater, and they can only kick the can so far.
And that's not even the tip of the iceberg. All because a bunch of degenerates outsmarted wall street and are
putting a wedge between the criminals and their criminal means.
Thank you for coming to my TED talk.
72 Reply Share
22 more replies
IllbeyaPuddinpop • 2y ago
If Ryan Cohen tweets that BBBY will begin selling watermelons: 🌕🚀
72 Reply Share
1 more reply
yao97ming • 2y ago
I am officially out of money. Bought 10k worth of BBBY, this is the best I can do. Wake me up when we hit 3
digits.
68 Reply Share
NewHome_PaleRedDot • 2y ago
The prophecy has been foretold, this will end at $39 today.
05/17/24 310 of 381
r/wallstreetbets
67
Log In
FootballCareful863 • 2y ago
Listen here you fuckin cunts…. Here is the truth. That was a savage ass back handed play and it worked. I
would bet that son of a bitch dips again in the morning. There’s is probably a small percentage of everyone
commenting about their diamond hands that are really gonna walk the walk when it comes down to the brass
tacks of it. But this shit has and will work if everyone sticks to the strategy. For everyone of the fuckin tools
flappin their gums wishing for regular ass people just like yourself to fail so that a bunch of big ego corrupt
fuck wads stay rich y’all can eat a whole bag of dicks. If you can’t afford to lose it dont play? There’s a whole
bunch of people who see a shot at getting something they haven’t ever had a chance at having. Maybe y’all
don’t know how that feels but a bunch of us do. I don’t know fuck about shit and I would never give financial
advice to anyone, but I do get the concept and from my point a view we still got these fuckin pricks by the
balls. I could lose that money at this point in my life and shrug it off but if y’all want to eat if their plate then
we all have to snatch up shares and hold them for real.
66 Reply Share
8 more replies
landmanpgh • 2y ago
Just dropped $30k into BBBY.
Figure you sons of bitches are the reason I have GME money, so might as well dance with you all again.
66 Reply Share
3 more replies
Noobtradegod • 2y ago
I sold just as many shares as Ryan Cohen did. 0
66 Reply Share
WHOLE MARKET IS DOWN DONT BE A FUCKING PUSSY EITHER

BUY ON SALE OR HOLD IT’S QUITE OBVIOUS ACTUALLY
66 Reply Share
1 more reply
taffy_laffy • 2y ago
05/17/24 311 of 381
r/wallstreetbets
100 million volume

Log In
1 hour
every single indicator is telling you this is rocketing.
🤷‍♂️🤷‍♂️
64 Reply Share
1 more reply
Intelligent_Zone3408 • 2y ago
Cohen is holding Jan23 $80c and you noobs are worried about a few flat hours. You don't deserve the
tendies.
65 Reply Share
4 more replies
Moist_Lunch_5075 • 2y ago
05/17/24 312 of 381
r/wallstreetbets
It's so funny watching Cramer freak the fuck out over this. This morning he blamed meme stock activity for
crashing the market and said that hedge funds and MMs are "poorly capitalized." Log In
Anyone who believes that that's true is an absolute fucking moron.
These people have trillions of dollars and MMs and prop funds are backed by cheap bank capital and the
banks are flush with cash right now... many of the MMs actually ARE bank departments.
They're not undercapitalized, they're overleveraged. Today he was lamenting that covered call writers didn't
have the money to hedge... that's call risk. They don't deserve to have low delta wins, they're gambling on
them.
To act like delta hedging is a right that we're taking from them is an absolute butchering of the idea of a free
market, and while him pumping stock he owns is shill enough, there's nothing more shill than trying to
convince people that retail - who can't largely delta hedge their positions - are somehow treating
overleveraged hedge funds opening multiple contracts per hundred share lot unfairly.
It is possibly one of the dumbest, most anti-market arguments ever made. At no point should these people
be free from leverage risk, but that's at the heart of his argument.
If they delta hedge and the stock goes up and they lose as a result, that's on them, not us. That was their
decision to not cover earlier like we are forced by brokerages to do. And to try to tie market crashes to these
is just intellectually bankrupt even though there's a kernel of truth to the idea that some funds may have to
de-leverage because of losses, but the money from our plays is not actually leaving the market in any net
fashion, so the argument is bullshit.
It's just great watching him freak out and make shit up to protect his friends and his interests. He's such a
corrupt moron.
63 Reply Share
10 more replies
Original-Baki • 2y ago • Edited 2y ago
FUD in full effect!
RYAN COHEN HAS NOT SOLD HIS FUCKING BBBY SHARES. HE

NEEDS TO FILE A FORM 144 TO EVENTUALLY SELL HIS OTM JAN
2023 CALLS BEFORE THEY EXPIRE.
63 Reply Share
6 more replies
Ecstatic_Patient_857 • 2y ago
I PUT MY LIFE SAVING IN THIS LETS GOOOOOOOO🚀🚀🚀🚀🚀🚀
61 Reply Share
05/17/24 313 of 381
r/wallstreetbets
2 more
content
Log In
Valcreee • 2y ago
It’s clear a lot of you haven’t experienced the thrill of GME, to crash to $70, and then moon to $300. STOP
PAPER HANDING AND EMBRACE THE RETARDATION
60 Reply Share
Campbell27 • 2y ago
I said the same thing with GME that I’ll say for BBBY, this is an absolute lotto play with huge upside, why
would I take $500 profit? Why $1000 profit? I’m not a dumbass, I’m playing with money I can afford to lose,
so why not just go for it all? Why not change my life financially? I’m holding until $100+ if we get there great,
if not at least I can say I enjoyed the ride
62 Reply Share
12 more replies
If BBBY hits 80, ill get pegged by a trans stripper and post it on reddit
61 Reply Share
7 more replies
OB1KENOB • 2y ago
I will say it again, because it needs to be heard again:
If BBBY fails to squeeze, there will never be another opportunity like this again because everyone will lose
faith in WSB.
HODL!
62 Reply Share
1 more reply
UPVOTE THIS THREAD SO IT REACHES R/ALL
THIS IS NOT FINANCIAL ADVICE, IT IS HYPE ADVICE

59 Reply Share
2 more replies
05/17/24 314 of 381
r/wallstreetbets
Skipowhiteonthenight
to main content • 2y ago
Log In
Yolo’d at $27, all or nothing
62 Reply Share
3 more replies
Final_Historian7309 • 2y ago
30 EOD believe it or not
59 Reply Share
3 more replies
masterofmeh42 • 2y ago
Cohen didn’t sell shit
59 Reply Share
beardofwar884 • 2y ago
I’m in the hospital dying if these meds don’t work and I just dropped everything from my last work check I
had on this let’s get it. I’ll have another g or so in a week to dump in from my va pension. If you don’t stand
for something you’ll fall for anything.
58 Reply Share
7 more replies
Youlittle-rascal • 2y ago
Upvote this if you’re buying more at open too
61 Reply Share
2donuts4elephants • 2y ago
FOMO people, listen up. Is iT tOo lAtE tO gEt iN? No. You don't even qualify as being in the fear of missing
out stage. Right now you're just flat out missing out. If this is GME 2.0 the market cap for BBBY Has to hit ~22
billion. That's about $250 a share. We know you're watching all the gain porn thinking you missed the rocket
ship. You haven't. Get in now. We need you. Apes strong together. We will drive this shit to the motherfuckin
Andromeda galaxy. Before you know it, Ole Kenny G will be giving you a blowie behind the Wendy's
dumpster.
58 Reply Share
2 more replies
anonymouspp7 • 2y ago
If you guys are still in, I’m still in
05/17/24 315 of 381
r/wallstreetbets
56
Log In
9 more replies
Aromatic-Maximum442 • 2y ago
i have two children and no money why can't i have no children and two money
60 Reply Share
1 more reply
OGPink • 2y ago
If bbby hits $33 i’m gonna tell my coworker shes a b$tch
56 Reply Share
1 more reply
Fresh_Function8700 • 2y ago
Dont forget to Upvote every Comment and Thread to push the Stocks Trending algorithm + Add #BBBY to
anything 💪🏽 we are one Team 🫡 bog love ❤️
BBBY
UPVOTEcommentsANDthreads
57 Reply Share
masterofmeh42 • 2y ago
Bbby just announced cohen didn’t sell anything. You idiots who believed such lies don’t deserve tendies
anyways.
58 Reply Share
6 more replies
SecureDropTheWhistle • 2y ago • Edited 2y ago
05/17/24 316 of 381
r/wallstreetbets
Let's be real, even if RC wants to sell his shares, we all know it was on a trajectory towards $30+.RC wouldn't
sell all at once nor would he sell before we really see some moon action. Log In
What happened today is:
1. Retail stopped trading (day traders left in the morning / never came and apes cuz it's Wednesday and
everyone is either in or out with no cash to use til Friday unless they sell other stocks)
2. Shorts slowly covered throughout the day letting their foot off the gas as this was already on the
website
3. At the end of the day, shorts did a mega short where they opened all of their closed positions within a
10 minute window to make it look like RC sold when in reality it was them re-opening their shorts.
Point of the matter - they knew this was filed sometime before 12 PM ET and their whole plan after that was
to slowly cover their shorts and then open them all at once to make it look like someone dumped their
shares.
How can we confirm this?
RC is selling his shares through JP Morgan. JPM isn't sloppy, they don't dump a million shares at once. JPM
uses algorithms to sell shares over a few trading days as to maximize the price at which their client sells the
shares at. This not only maximizes profits, but it helps price stability.
What we saw today was not RC offloading shares through JPM, we saw shorts playing their games.
58 Reply Share
4 more replies
TheKrazyKrab23 • 2y ago
Upvote this if you are buying more at open
56 Reply Share
After-Suspect-7206 • 2y ago
Hopefully everyone learned their lesson from selling after halts yesterday
56 Reply Share
thisonelife83 • 2y ago
I’m FOMOing into BBBY today, super late, no whammies please
56 Reply Share
4 more replies
Tinykun • 2y ago
05/17/24 317 of 381
r/wallstreetbets
here's an advice from a regard but sane guy. Click off WSB and your broker and go off to your day. Check
Log In
your investments like it was before your portfolio became only BBBY. The more you check the more
paperhanded you become.
That is my Tedtalk thanks
55 Reply Share
3 more replies
poopbuttredditsucks • 2y ago
Just went from 25.27 to 25.28 🚀
57 Reply Share
Trionappa • 2y ago
Thats it. Im tired of it trading sideways. Ill take care of this
56 Reply Share
5 more replies
Supakimchee • 2y ago
From Bloomberg:
“Meme stocks rallies in a bear market are generally not sustainable,” he said by email. “Any retracements will
scare retail traders, as they can’t cope with additional losses given the terrible 2022 performance.”
THEY JUST CALLED ALL OF US PUSSIES. ARE YOU GONNA TAKE THAY SHIT FROM SOME HF COCKNIBBLER?
53 Reply Share
4 more replies
PS_Alchemist • 2y ago • Edited 2y ago
For the paperhands staring at 1min chart all day:

Tons of options contracts expire friday
Borrowing fees are >50%
Reg SHO put a doomsday clock on the shorts scheduled to end in less than 2 weeks from now.
Just. Hold.
55 Reply Share
4 more replies
05/17/24 318 of 381
r/wallstreetbets
SkipComplex_Mango_5228
Log In
Like this comment if you’re still in and NOT FUCKING LEAVING 🦍💎🙌 go fuck a watermelon cramer
53 Reply Share
No_Procedure_7485 • 2y ago
No way Ryan sold, he just filing for right to sell. Doesn't make sense to piss off the same demographic that
supports his GME... no logical sense to piss off the group that gave GME its fame. Why would he make
enemies out of millions of people like that. He has enough money.
54 Reply Share
7 more replies
Good-Panic9706 • 2y ago
GME plummeted 50% before going up 400% get back in while you can apes
56 Reply Share
3 more replies
Some of you didn’t watch GME go from $400 to $42 to $400 and it shows
55 Reply Share
5 more replies
Accomplished_Fish_57 • 2y ago
I feel sick, why does everyone believe this story and if he sells down the road, why should I give two shits?
This is squeezing shorts and the big guys havent been touched. They are screwed at $30 and constantly
manage to smash it back down. Why don't people want to beat these assholes? It's fucking exhausting having
a pair of balls among all these sheeple.
53 Reply Share
1 more reply
Sactorno • 2y ago
RC did 'NOT' SELL!
Mods need to pin this.
05/17/24 319 of 381
r/wallstreetbets
56
Log In
orockers • 2y ago
144 filing was an Easter egg by Cohen. He’s saying not to sell until $144
52 Reply Share
2 more replies
Icy_Firefighter_6464 • 2y ago
If we hit 40 today imma gonna visit my daughter in jail
54 Reply Share
5 more replies
Gamestonk5 • 2y ago
Lol I convinced my dad to buy in, and now currently trying to convince him not to sell like a paper handed
bitch. Can’t believe a stud like me came from such a small sack
54 Reply Share
3 more replies
CameraWheels • 2y ago
"I'm scared" posts, "I'm confused guys" posts. "I don't know guys" posts
Fear. Uncertainty. Doubt.
Immediately coordinated at the same time the price dips. Comon people. Just use your head for a second.
55 Reply Share
1 more reply
livestreamerr • 2y ago
everyone who is selling is going to be so mad tomorrow
51 Reply Share
3 more replies
Pleasant-Truth4672 • 2y ago
05/17/24 320 of 381
r/wallstreetbets
The update from BBBY management we have all been waiting for.
Log In
https://www.webull.com/news/52523835
The squeeze will come between tomorrow and Monday.
Mark my words
Vote this up to the top of WSB
BBBY will be sitting on a hefty pile of e-commerce cash soon.
52 Reply Share
2 more replies
_Mehoy_Minoy • 2y ago
Who is actually holding this? Thumbs up
51 Reply Share
4 more replies
Pap3rchasr • 2y ago
PSA for all you newbies... the entire market is selling off. The fact that we have the volume we have and are
green today is amazing. If the market was green, this shit would be $50 right now. HODL
54 Reply Share
1 more reply
No-Audience1039 • 2y ago
First post ever, just bought 100 shares. Let's do this.
53 Reply Share
3 more replies
toothpastetiger • 2y ago
That was fun lol same tactics as GME. The media shit should be illegal
50 Reply Share
3 more replies
Upstairs_Working2773 • 2y ago
If this doesn’t go up i will genuinely be bankrupt.Not a fucking joke
05/17/24 321 of 381
r/wallstreetbets
51
Log In
8 more replies
ElonTaxiDriver • 2y ago
You guys realize that 30 mins before close yesterday this same drop happened and we recovered this
morning it’s fine chill smoke some weed go jerk off. Rocket leaves tomorrow
51 Reply Share
4 more replies
Hyper129 • 2y ago
STOP SELLING FUCKING PUSSIES
49 Reply Share
1 more reply
Pooping_ATM_ • 2y ago
WHERE ARE THE WEST COAST BADDIES AT WAKE THE FUCK UP
48 Reply Share
5 more replies
TankyRebel • 2y ago
Yolo’d 20k at $25. It was supposed to be for a deck. Soon I’ll be able to build MEGA DECK
52 Reply Share
7 more replies
pleasesolvefory • 2y ago
If this hits $40 today I will smash my PS5 with a hammer.
52 Reply Share
8 more replies
spliixy • 2y ago
If we can hit $30 today I’ll post a video of me throwing my ps5 out my window
51 Reply Share
17 more replies
05/17/24 322 of 381
r/wallstreetbets
Skipjostradumass • 2y ago
to main content
Log In
My wife said I can sleep on the floor outside of her bedroom if BBBY hits $40 eod. Guys, please. This is huge
for my marriage.
51 Reply Share
5 more replies
[deleted] • 2y ago • Edited 2y ago
Tell me right here right now, do I sell my 700 amc shares I have in a separate account (up 82% on them) and
put it all in BBBY? I swear I'll fucking do it
Edit: done. Hadn't sold a single amc share till then. Will be putting it all into BBBY. Thank you my friends
52 Reply Share
37 more replies
neprietenos • 2y ago
You nimwits freaking out over this movement forget
1. This volatility is part of the casino ride of meme stocks

2. Either you believe the DD or not, and if you do, you know it’s still going to climb
3. You haven’t lost any money unless you sold, just like you have actually gained any until you’ve sold.
Just chill 🧘‍♂️
49 Reply Share
1 more reply
ssaxamaphone • 2y ago
Oh shit! https://news-static.webullfintech.com/us/news-html/20220817/52523835.html
We don’t need an RC tweet now!
51 Reply Share
13 more replies
Big-University5876 • 2y ago
I truly think Wall Street is doing its damnedest to deter us. All these articles I’ve read today are trying to make
people who bought into this short squeeze play look like idiots. I truly think Wall Street knows it will blow up
but they want to do their best to make us look like we’re the suckers for taking advantage of their own
bullshit.
IM NOT FUCKIN LEAVIN
51 Reply Share
05/17/24 323 of 381
r/wallstreetbets
4 more
content
Log In
xheyoooo • 2y ago
Cohen can’t sell for 2 months. Don’t listen to the FUD
48 Reply Share
4 more replies
aka0007 • 2y ago
BBBY is at 1.5B market cap... GME is about 12B.
That is 8X... Retail interest in this alone can take BBBY there and Beyond. 8X would be $150 per share.
In a squeeze we can go much higher and enjoy tendies.
The people that wanted out at $20-$25 have left the building. Going forward this is going to be driven by
regard power. Once again all the smart people, saying this is going to backfire will be at a loss.
Tomorrow this goes to $40+. Friday to Valhalla.
48 Reply Share
7 more replies
LonelySteak5644 • 2y ago
ILL GET A WSB TATTOO ON MY FACE IF IT HITS $30 BY TODAY
46 Reply Share
12 more replies
BigBodyBrax • 2y ago
Comment removed by Reddit
47 Reply Share
3 more replies
bobbyjeweler • 2y ago
just spent 4 hours doing technical analysis. BBBY should hit between $4,700-5,000 by the end of the day
46 Reply Share
6 more replies
05/17/24 324 of 381
r/wallstreetbets
SkipBitter-Heat-8767
to main content• 2y ago • Edited 2y ago
Log In
Seeking Alpha pulled the article down now. Fuckers.
Edit: article is up but they changed the headline.
46 Reply Share
7 more replies
No-Statistician-2509 • 2y ago
People are starting to realize this RC news is fake. See yall back at $28 tomorrow :)
50 Reply Share
PM_ME_UR_GUN_PICS • 2y ago
DUMPED IN AN EXTRA $1k YESTERDAY TO THE MOOOOON🚀

🚀🚀🚀🚀🚀
48 Reply Share
thm2130 • 2y ago
Shills in here spreading FUD that they lost money with thousands of shares.
If you have 3000 shares and somehow lost money on a stock that’s been green for the past two weeks, you’re
legitimately fucking retarded. Even today, we’re still up 20% since close.
How fucking brain dead are you
Don’t listen to these pieces of shit
49 Reply Share
3 more replies
pleasesolvefory • 2y ago
I’m an idiot who bought $83k worth at $26 today. I’m honestly nervous that I’m reading so many “tomorrow
we gonna fly!” comments because it reminds me of when everyone thought BB was gonna fly and it totally
Fucking didn’t lol. I may have just ruined my own life. Man all I wanted to do was pay off my Rav 4. I don’t
even want a lambo. Fuck me.
05/17/24 325 of 381
r/wallstreetbets
45
Log In
33 more replies
SpaceGypsyInLaws • 2y ago
It was a shit day for every stock. But all the energy spent trying to sabotage BBBY tells me the hedgies are
scared shitless.
47 Reply Share
1 more reply
supremojoe • 2y ago
Cramer has 1.9 million followers on Twitter. His tweets get an average of 200 likes. That there should tell you
nobody gives a fuck about this loser.
45 Reply Share
1 more reply
Lijpe_Tjap • 2y ago
I'm sitting in a plane, next to a crying child and soon I will have no internet to watch the ticker. Pray for me
please.
49 Reply Share
6 more replies
TooMuchRGB • 2y ago
Guys this is exactly like GME why would you freak out lmao
45 Reply Share
2 more replies
05/17/24 326 of 381
r/wallstreetbets
Very simple game:

Log In
We are all here because we believe in something, right?
If we believe in something, we should all hold on to it together, right?
If that's the case, why are so many of us still asking themselves whether to buy or wait and see?
What do you have to lose? 50-200$?
If the price goes up and you're still waiting, don't you think you'd regret not getting in before?
Look at the damn chart of the last week and month.

The question is not whether to get in, but "do I want to be in?" If yes, just do it.
One Group, One Family - All APES 🦍
RETARDS LETS GO 🚀🚀🚀
#BBBY
44 Reply Share
2 more replies
TheGuildedCunt • 2y ago
A fucking 8 figure sell order and massive put buying at close that just happened to coincide with fud from
news outlets w/ a single parent company had people spooked? C’mon, act like you’ve been here before.
46 Reply Share
On August 17, 2022, in response to certain media inquiries, Bed Bath & Beyond Inc. (the “Company”)
made the following statement: “We were pleased to have reached a constructive agreement with RC Ventures
in March and are committed to maximizing value for all shareholders. We are continuing to execute on our
priorities to enhance liquidity, make strategic changes and improve operations to win back customers, and
drive cost efficiencies; all to restore our company to its heritage as the best destination for the home, for all
stakeholders. Specifically, we have been working expeditiously over the past several weeks with external
financial advisors and lenders on strengthening our balance sheet, and the Company will provide more
information in an update at the end of this month.”
45 Reply Share
1 more reply
Dakotadabbz • 2y ago
05/17/24 327 of 381
r/wallstreetbets
Honestly this shit just infuriates me and makes me want to buy more. Fuck the system that was built to keep
Log
the rich rich and the poor poor. Blatant market manipulation and we all know they will get away In this. Not
with
selling any of my shit and buying more for the cause. Can’t scare me away.
44 Reply Share
3 more replies
Banshee_Mac • 2y ago
Just popped 10 shares, sitting in the office in the UK.
10 @ $27.5
I’m here for a good time. Can’t stop watching the ticker and the price fluctuate. So erotic.
🍉
47 Reply Share
Networkishard00 • 2y ago
I'm late to the party, but I put in my full stack. $38,000. Glad to be here boyos. Lets do it! (mix of stock /
options)
45 Reply Share
4 more replies
aab4kmt • 2y ago
Guy made news lol
"One trader on Reddit claims he took out a $27,000 loan to go all in on Bed, Bath & Beyond shares nine days
ago on Aug. 8—a bet that could have made him $20,000, had he not pulled his investment two days later
when the stock dipped."
https://fortune.com/2022/08/17/bed-bath-beyond-share-price-jump-ryan-cohen-bet/
46 Reply Share
2 more replies
ubiquitous-magoo • 2y ago
Why would Ryan Cohen buy calls at 60-80 dollars and buy 9% stake in $BBBY if he didn’t expect shorties to
shit the bed, bath and beyond
43 Reply Share
OB1KENOB • 2y ago
Let me remind you that if we surpass $60, Ryan Cohen will most likely exercise his bajillion calls and we will
FUCKING MOOOOOON
05/17/24 328 of 381
r/wallstreetbets
46
Log In
3 more replies
yaMomsChestHair • 2y ago
idk why people are getting all ancy, it's holding above 25 lmao that's pretty incredible.
45 Reply Share
3 more replies
Campbell27 • 2y ago
98% float, the hedgies have essentially DOUBLED their short positions, when they can’t cover they’ll have to
buy the shares, pushing more into the market rising the price, we’re essentially pulling back the slingshot and
once that happens BBBY SHOOTS to the moon, maybe to Pluto
45 Reply Share
4 more replies
YoloTendies • 2y ago
We are “only” up 22% today and it’s boring.
Friendly reminder that a high performing index fund typically yields less than that every two years
46 Reply Share
KotikKekV2 • 2y ago • Edited 2y ago
Is anyone expecting $30 today ?
44 Reply Share
10 more replies
I wish my parents loved me like BBBY loves $25.00
45 Reply Share
1 more reply
RCEast • 2y ago
Sentiment in here is garbage from some of you all. If we close up 20% on a big red day on the markets that’s
prime for another explosion tomorrow
44 Reply Share
2 more replies
05/17/24 329 of 381
r/wallstreetbets
d0ntmess87 • 2y ago
Log In
FUD in full effect!
RYAN COHEN HAS NOT SOLD HIS FUCKING BBBY SHARES. HE

NEEDS TO FILE A FORM 144 TO EVENTUALLY SELL HIS OTM JAN
2023 CALLS BEFORE THEY EXPIRE.
43 Reply Share
6 more replies
ImADegenerateGambler • 2y ago
No one sold, Citadel sent their bots in here to scare us. The objective remains the same, get BBBY to $420.69.
New objective too, make Ken Griffin sob like a little bitch.
43 Reply Share
2 more replies
BabisAllos • 2y ago
Ryan Cohen cannot sell before September without returning any capital gains to BBBY because of the short
swing rule.
https://www.reddit.com/r/wallstreetbets/comments/wqzdz0/ryan_cohen_did_not_sell_shares_he_filed_a_form/
?utm_source=share&utm_medium=ios_app&utm_name=iossmf
44 Reply Share
Ha. I've made bigger mistakes in life than this. Up or down I'm riding this one out. Show me the way boys
43 Reply Share
Traditional-Cattle62 • 2y ago
you’re literally retarded if you sell here at a loss if you look at the chart this same thing happened yesterday.
They don’t want it at $25 or higher on friday at 3pm because a lot of options will get exercised and they’ll
have to buy back shares at the current price it’s at at 3pm pushing the stock up because they will have to
cover lmao. If the stock was sitting at $2-5 then shit your pants but if you sell on a $3-5 pullback then that’s
weak. Lol and don’t buy more then you can afford to lose.
43 Reply Share
8 more replies
05/17/24 330 of 381
r/wallstreetbets
Valuable_Ad3778 • 2y ago
Log In
I must admit, I was FUDed by the headlines and panicked, but I never panic sold. Never take actions when
emotional. One must first step back and analyze the situation. After careful analysis, I have decided to panick
buy instead.
46 Reply Share
5 more replies
origami_asshole • 2y ago
You do realize this was basically 26-29 dollars before the fake news, and now we actually have bullish news
from BBBY management itself. 🚀🚀🚀
44 Reply Share
Return_Viper • 2y ago
It’s not much but I’m putting 500$ into bbby, to the moon 🚀
44 Reply Share
5 more replies
abbycat1590 • 2y ago
Just yoloed my kids college fund on this
44 Reply Share
18 more replies
SubtleRedditIcon • 2y ago • Edited 2y ago
Upvote if you’re holding! Downvote if you want to date Cramer!
45 Reply Share
2 more replies
InventTimesNewRoman • 2y ago
Do NOT place limit sells at $30 or $28 or whatever. Hold them free. Limit sells hurt trajectory! 👆🫡🚀🚀
41 Reply Share
1 more reply
bankingbets • 2y ago
Just remember they're losing billions trying to bore you out of

your position in hopes you think it's over.
42 Reply Share
05/17/24 331 of 381
r/wallstreetbets
2 more
content
Log In
seamus_mcfly86 • 2y ago
Man they are going all out with FUD on social media right now. People posting RC sold (not true), that BBBY
announced massive layoffs and negative guidance (not that I can tell), and BBBY to issue millions of new
shares (outright lie).
Fuck these dirtbags. To me that shit is a sign of desperation.
44 Reply Share
3 more replies
taffy_laffy • 2y ago
We expect the BBBY short squeeze to continue as mark-to-market losses continue to mount and
more new short sellers get in at these higher stock prices looking for a whipsaw of stock prices
down," Dusaniwsky added.
here is all u need to know about what happened today
new shorts at new price levels + fud about RC timed to make it

look like a rugpull
shorts have opened new positions at those higher prices and piled in
squeeze basically got bigger

trying to make sense of it all for you smooth apes.
loading up more tomorrow
43 Reply Share
5 more replies
MSAPPLIEDSTATS • 2y ago
I use to panick and sell now I'm calm
44 Reply Share
5 more replies
Lijpe_Tjap • 2y ago
I'm always offended when they call us 'retail investors'. We are retard investors, get your facts straight!
44 Reply Share
05/17/24 332 of 381
r/wallstreetbets
2 more
content
Log In
Every_Builder2615 • 2y ago
Im tired of seeing $25.25, can we see $35.35 instead?
44 Reply Share
4 more replies
ConferenceParking214 • 2y ago
EVERYONE calm the FUCK down; RYAN COHEN DID NOT SELL
44 Reply Share
4 more replies
Similar_Jelly • 2y ago
COHEN DID NOT SELL YOU FUCKING REGARDS
44 Reply Share
2 more replies
origami_asshole • 2y ago
They’re literally creating fake news from ordinary sec filings to stop the pump
44 Reply Share
1 more reply
Mindless-Wrongdoer11 • 2y ago
Cohen has 5000 calls @80 . Don't be dumb.
40 Reply Share
1 more reply
RudeJudeDETROIT • 2y ago
COHENS STILL IN :)
GET THE WORD OUT TO THE PEOPLE

40 Reply Share
1 more reply
05/17/24 333 of 381
r/wallstreetbets
Did I tell you guys that I sold all of my shares?
Log In
because I didn't
suck my clit and balls
44 Reply Share
1 more reply
Mgentile4 • 2y ago
We’re hitting 35 tomorrow
44 Reply Share
1 more reply
Can’t wait for bbby to rocket tomorrow when everyone figures out the 144 was actually bullish
44 Reply Share
1 more reply
Tomorrow is going to be massive
42 Reply Share
Autistic-Ape-followr • 2y ago
I am appalled by the number of paper hands here. Sack up or gtfo
44 Reply Share
1 more reply
duanleag • 2y ago
Stock has a single -10% day after a face ripping rally and people are acting like cucks over it. Harden the fuck
up gentlemen
41 Reply Share
Terrible_memory1 • 2y ago
Bbby hits 80 this Friday I’ll staple my balls to a piece of wood
41 Reply Share
05/17/24 334 of 381
r/wallstreetbets
13 more
content
Log In
Hot-Goal2240 • 2y ago
Europe pushed it yesterday so hard and you fucked it down. Today is your last chance to win.
40 Reply Share
1 more reply
TheGentleman87 • 2y ago
Not gonna lie... almost paper hands.... BUT WAIT🤚.... the more i see everyone unite the more i feel like saying
FUCK IT!!! TO THE MOON OR TO THE FUCKIN SUN!!! I'M NOT SELLING... I'LL HOLD UNTIL THOSE CUCKS
PAY!!!! I believe my inner ape has awakened this day🦍🦍#BBBY
40 Reply Share
3 more replies
Dont forget to UPVOTE EVERY COMMENT + THREAD to push

the Stocks Trending Algorithm & add #BBBY to anything after
you wrote 💪🏼 one team - one goal 🤲🏼 BIG LOVE ❤️
#BBBY
#UPVOTE
41 Reply Share
Somerandomperson21 • 2y ago
RC didn’t sell a single damn share
Cramer is a piece of shit
BBBY and GME will 🚀🌝🔜
44 Reply Share
ContentEmploy3404 • 2y ago
Petition to rename the thread to Thursday, August, 18th, 2022
43 Reply Share
2 more replies
05/17/24 335 of 381
r/wallstreetbets
Log In
Old GME head returning to the flock. Diamond hands at $24, Cohen isn’t selling & I like the stock. Back to my
rocking chair.
39 Reply Share
4 more replies
Select-Excuse-9948 • 2y ago
Citadel held over $100m worth of derivates that held BBBY short at the beginning of the month and currently
is only holding $20-30m left, they know they're f**ked on the position (you didnt hear this from me )
39 Reply Share
2 more replies
colonia25 • 2y ago
Same trajectory as GME 2 years ago. Now is the time to buy.. the real squeeze is coming! 💎
39 Reply Share
3 more replies
addam875 • 2y ago
This squeeze has not yet been fully squozen
41 Reply Share
2 more replies
$100 EOW?
39 Reply Share
NewHome_PaleRedDot • 2y ago
End of Wednesday?
42 Reply Share
1 more reply
2 more replies
Loadingexperience • 2y ago
Lol at shills saying take profit. Cramer is working overtine
41 Reply Share
1 more reply
05/17/24 336 of 381
r/wallstreetbets
SkipAnonymous231478
Log In
Stop fucking selling
40 Reply Share
Outrageous-Thing6841 • 2y ago
Just doubled my investment at $25…. Fuck it 🚀
38 Reply Share
1 more reply
jimdye88 • 2y ago
I’m sorry guys I just bought 5 grand worth
39 Reply Share
PrimaryAccording9162 • 2y ago
Why sell at $25 when you can sell at $100
41 Reply Share
3 more replies
Is this the right time to take out a loan for BBBY?
39 Reply Share
9 more replies
View more comments
More posts you may like
r/wallstreetbets
Sofi
54 upvotes · 57 comments
05/17/24 337 of 381
r/wallstreetbets
r/wallstreetbets
Log In
Trading from the short side has been the move this year so far.
r/GME
r/GME Megathread for August 06, 2022

r/Treaty_Creek
AUG 10, 2022 TREATY CREEK DAILY UPDATE

7
r/GME
r/GME Megathread for July 27, 2022

r/GME
r/GME Megathread for Thursday - January 06, 2022

r/GME
r/GME Megathread for March 01, 2022

r/BeamNG
I just found something. Should I be concearned?

r/winnipegjets
ODT - Aug 8, 2022

r/wallstreetbetsOGs
What Are Your Moves Tomorrow - August 10, 2022

05/17/24 338 of 381
r/wallstreetbets
TOP POSTS
Log In
Reddit
reReddit: Top posts of August 17, 2022
Reddit
reReddit: Top posts of August 2022
Reddit
reReddit: Top posts of 2022
EXHIBIT 48
01/27/2021, 14:07 p.m. ‐ David: We have 6,200 contracts on Unib

01/27/2021, 14:07 p.m. ‐ David: 60 on average is madness ‐ we don't even realize what it’s doing
01/27/2021, 14:08 p.m. ‐ David: It will have taken JP out of the picture... and all the cash needed and a
deleverage on the crazy lines...
01/27/2021, 14:17 p.m. ‐ BO RUSSE NEW: yes that’s clear
01/27/2021, 14:17 p.m. ‐ BO RUSSE NEW: this deal is crazy
01/27/2021, 14:22 p.m. ‐ BO RUSSE NEW: have your guys heard the news?
01/27/2021, 14:22 p.m. ‐ BO RUSSE NEW: nothing on the radars?
01/27/2021, 14:22 p.m. ‐ David: Nothing for now
01/27/2021, 14:23 p.m. ‐ BO RUSSE NEW: the rynoks are suffering
01/27/2021, 14:24 p.m. ‐ BO RUSSE NEW: great we’re going to bring back some crazy stuff
01/27/2021, 14:24 p.m. ‐ BO RUSSE NEW: However, the results are shitty
01/27/2021, 14:24 p.m. ‐ David: But the cash isn’t bad
01/27/2021, 14:35 p.m. ‐ David: Did you get out of urw?
01/27/2021, 14:36 p.m. ‐ David: 2,400 contracts got out in late February I would say keep your line
01/27/2021, 14:36 p.m. ‐ David: That way there is always stream
01/27/2021, 14:37 p.m. ‐ BO RUSSE NEW: I’ll keep it
01/27/2021, 14:37 p.m. ‐ David: Yes great
01/27/2021, 14:37 p.m. ‐ BO RUSSE NEW: news about to be released
01/27/2021, 14:38 p.m. ‐ BO RUSSE NEW: I’m going to take back car at 25
01/27/2021, 14:38 p.m. ‐ David: In theory, the Robin Robinwooders are going after all the shortlisted
companies in Europe and the US
01/27/2021, 14:38 p.m. ‐ David: With the Serena Reddit guy’s website, they are spreading the word about
the need to smash shorter funds
01/27/2021, 14:39 p.m. ‐ BO RUSSE NEW:
01/27/2021, 14:39 p.m. ‐ BO RUSSE NEW: the stock market is crazy
01/27/2021, 14:39 p.m. ‐ BO RUSSE NEW: nothing economical about it anymore
01/27/2021, 14:42 p.m. ‐ David: But wars of financial nerves
01/27/2021, 14:42 p.m. ‐ David: He phoned me I told him when you told me 40 I was thinking we’re
going to 80
01/27/2021, 14:42 p.m. ‐ BO RUSSE NEW:
01/27/2021, 14:42 p.m. ‐ BO RUSSE NEW: hahaha
01/27/2021, 14:43 p.m. ‐ David: He laughed out loud and told me that as long as I was making you money,
that was my job
01/27/2021, 14:46 p.m. ‐ BO RUSSE NEW:
01/27/2021, 14:47 p.m. ‐ BO RUSSE NEW: you're actually the one who's making it happen
01/27/2021, 14:48 p.m. ‐ BO RUSSE NEW: don't let the uc back explode
01/27/2021, 14:48 p.m. ‐ BO RUSSE NEW: at 60
01/27/2021, 14:48 p.m. ‐ BO RUSSE NEW:
01/27/2021, 14:49 p.m. ‐ David: He’s carrying out orders…
01/27/2021, 14:49 p.m. ‐ David: As long as I gain us some, that's what counts
01/27/2021, 14:49 p.m. ‐ David: Results on 02.10…
01/27/2021, 14:49 p.m. ‐ David: But a return to 60 is not also not bad
01/27/2021, 14:49 p.m. ‐ David: To recharge
01/27/2021, 14:50 p.m. ‐ David: Because with the releases coming up between now and the results, you
need new opportunities
01/27/2021, 14:53 p.m. ‐ David: Tesla is publishing after the closing…

01/27/2021, 15:03 p.m. ‐ David: 65.44 is great
01/27/2021, 15:03 p.m. ‐ David: Don’t get carried away for bow either
01/27/2021, 15:03 p.m. ‐ David: Now
01/27/2021, 15:05 p.m. ‐ BO RUSSE NEW: Yes of course
01/27/2021, 15:05 p.m. ‐ BO RUSSE NEW: there is still plenty to be had
01/27/2021, 15:07 p.m. ‐ David: That's it, I'd like 2 more hot units
01/27/2021, 15:07 p.m. ‐ David: Stay until the end of February Titi and Ela are still on their way
01/27/2021, 15:09 p.m. ‐ BO RUSSE NEW:
01/27/2021, 15:10 p.m. ‐ BO RUSSE NEW: It’s going to be tense. 3 weeks is already a lot
01/27/2021, 15:10 p.m. ‐ BO RUSSE NEW: when are they coming?
01/27/2021, 15:10 p.m. ‐ David: What is tense?
01/27/2021, 15:10 p.m. ‐ David: The weather?
01/27/2021, 15:11 p.m. ‐ David: End of next week when it’s going better for Ela and Titi they'll get into it, so
they'll be fine.
01/27/2021, 16:18 p.m. ‐ David: I sold puts on gamestop at 70 the volume is at 1,000
01/27/2021, 16:18 p.m. ‐ David: It’s paying 50k usd
01/27/2021, 16:18 p.m. ‐ David: Until the day after tomorrow
01/27/2021, 16:18 p.m. ‐ BO RUSSE NEW:
01/27/2021, 16:18 p.m. ‐ BO RUSSE NEW: great at least there will have been a ticket made
The picture can't be display ed.
01/27/2021, 16:19 p.m.‐BO RUSSE NEW:

01/27/2021, 19:30 p.m. ‐ David: 8 billion in quarterly losses at boeing that hurts
01/27/2021, 22:04 p.m. ‐ David: Look at the after....it’s going at 500....
01/27/2021, 22:05 p.m. ‐ David: I’m going to keep an eye on it
01/28/2021, 00:59 ‐ BO RUSSE NEW: the guys are saying that when the short % falls back below 100%, it will
have to drop
01/28/2021, 01:16 ‐ BO RUSSE NEW: Tesla’s results aren’t great
01/28/2021, 05:46 ‐ BO RUSSE NEW: I saw a guy had rented the C8 corvette. it still looks a bit Jacky, not
Fefe or Lambo.
01/28/2021, 06:09 ‐ David: It dove by 5 points have to wait and see if more during the session
01/28/2021, 06:09 ‐ David: It lost 15 points to 292 at the end of after hours…
01/28/2021, 06:10 ‐ David: It's not Italian or German, it's American, so be careful
01/28/2021, 06:10 ‐ BO RUSSE NEW: yes it is Jacky
01/28/2021, 06:11 ‐ BO RUSSE NEW: we’ll have to see it would be great to return to 700
01/28/2021, 06:12 ‐ David: We'll have to wait and see what happens today uni and the rest of the
market....are the buyers running out of steam or not???
01/28/2021, 06:12 ‐ David: Are new short sellers arriving
01/28/2021, 06:12 ‐ BO RUSSE NEW: I think the US will go green again
01/28/2021, 06:12 ‐ BO RUSSE NEW: they’re sitting themselves
01/28/2021, 06:12 ‐ BO RUSSE NEW: shitting
01/28/2021, 06:13 ‐ David: After the possible small purge
01/28/2021, 06:13 ‐ David: It was brutal, so we'll have to wait and see, because if there are fewer short sells,
stocks will also fall less
01/28/2021, 06:14 ‐ BO RUSSE NEW: yes
01/28/2021, 06:18 ‐ David: Things are going to get messy if Tesla gets liquidated
01/28/2021, 06:19 ‐ BO RUSSE NEW: if it drops on Uni you have to rebalance it
01/28/2021, 06:19 ‐ David: Yes but on 60 not on 70 too hot what happened without sale of assets without
announcements
01/28/2021, 06:20 ‐ BO RUSSE NEW: yes on 60 directly
01/28/2021, 06:21 ‐ David: We'll see what the impact of today's option will be, and whether it will hold on
the 65....if we already have this and the rest are released
01/28/2021, 06:21 ‐ BO RUSSE NEW: yes clearly
01/28/2021, 06:21 ‐ BO RUSSE NEW: but there is no reason for it to go down now
01/28/2021, 06:21 ‐ BO RUSSE NEW: the results aren’t disastrous
01/28/2021, 06:22 ‐ BO RUSSE NEW: Luxury and techs are all booming
01/28/2021, 06:22 ‐ BO RUSSE NEW: that’s perhaps where it will go down
01/28/2021, 06:22 ‐ BO RUSSE NEW: the markets are incomprehensible
01/28/2021, 06:23 ‐ David: They sell without charges they cut everything ....so they like it
01/28/2021, 06:25 ‐ BO RUSSE NEW: yes
01/28/2021, 07:05 ‐ BO RUSSE NEW: we’re going to ozon 1:30 p.m.
01/28/2021, 07:05 ‐ BO RUSSE NEW: are you coming?
01/28/2021, 07:05 ‐ David: EAUZONE
01/28/2021, 07:05 ‐ David: With who all?
01/28/2021, 07:05 ‐ BO RUSSE NEW: yes
01/28/2021, 07:06 ‐ David: Am I booking are you booking??
01/28/2021, 07:06 ‐ BO RUSSE NEW: changes of mask
01/28/2021, 07:07 ‐ BO RUSSE NEW: yes call bublik had booking a 1:30 p.m.
01/28/2021, 07:07 ‐ BO RUSSE NEW: ask for a big table
01/28/2021, 07:07 ‐ BO RUSSE NEW: it must have slipped her mind
01/28/2021, 07:23 ‐ David: 6 adults 1 baby
01/28/2021, 07:23 ‐ David: I’ll be there shortly
The picture can't
be display ed.
01/28/2021, 07:57 ‐ BO RUSSE NEW:

01/28/2021, 09:48 ‐ David: Did your unib exit go well
01/28/2021, 09:50 ‐ BO RUSSE NEW: kind of
01/28/2021, 09:50 ‐ BO RUSSE NEW: ‐4.5 it’s nothing
01/28/2021, 09:55 ‐ BO RUSSE NEW: should I buy or not
01/28/2021, 09:58 ‐ David: Not yet
01/28/2021, 09:59 ‐ BO RUSSE NEW: I’m waiting for 80
01/28/2021, 09:59 ‐ BO RUSSE NEW: the US is on fire
01/28/2021, 10:39 ‐ BO RUSSE NEW: we’re leaving
01/28/2021, 14:59 p.m. ‐ David: Curvac at minus 8
01/28/2021, 15:00 p.m. ‐ David: May be worth a look but crap volumes in options
01/28/2021, 15:00 p.m. ‐ BO RUSSE NEW: yes I see so
01/28/2021, 15:01 p.m. ‐ BO RUSSE NEW: fuck they’re still going
01/28/2021, 15:01 p.m. ‐ BO RUSSE NEW: on american airlines
01/28/2021, 15:01 p.m. ‐ BO RUSSE NEW: first majestic silver
01/28/2021, 15:02 p.m. ‐ BO RUSSE NEW: shortsqueez
01/28/2021, 15:06 p.m. ‐ BO RUSSE NEW: leaving the game for tomorrow?
01/28/2021, 15:28 p.m. ‐ David: Yes I’m preparing something for that
01/28/2021, 15:33 p.m. ‐ David: https://www.marketwatch.com/story/reddit‐co‐founder‐alexis‐
ohanian‐
compares‐gamestops‐epic‐ride‐to‐occupy‐wall‐street‐i‐dont‐think‐we‐go‐back‐to‐a‐world‐before‐this‐
11611843100
01/28/2021, 15:34 p.m. ‐ BO RUSSE NEW: yes it’s clear that it hurst
01/28/2021, 15:34 p.m. ‐ BO RUSSE NEW: but the funds have more cash and more power
01/28/2021, 15:35 p.m. ‐ BO RUSSE NEW: so they’re going to smash my robinhoods
01/28/2021, 15:35 p.m. ‐ David: That's not why you never get screwed
01/28/2021, 15:35 p.m. ‐ BO RUSSE NEW: they’re hiding behind reddit traders, but in reality it's funds
screwing other funds
01/28/2021, 15:36 p.m. ‐ David: That’s what I’m thinking
01/28/2021, 15:39 p.m. ‐ BO RUSSE NEW: it’s obvious. they’re using the social trend
01/28/2021, 15:39 p.m. ‐ BO RUSSE NEW: but the big money is the funds they put on the table
01/28/2021, 15:42 p.m. ‐ BO RUSSE NEW: the guys are crazy
01/28/2021, 15:42 p.m. ‐ BO RUSSE NEW: Robin has blocked the transactions
01/28/2021, 15:44 p.m. ‐ BO RUSSE NEW:
01/28/2021, 15:50 p.m. ‐ BO RUSSE NEW: it’s still crazy that Robin has blocked the purchases
01/28/2021, 15:50 p.m. ‐ BO RUSSE NEW: imagine the manipulations to not lose cash
01/28/2021,15:51 p.m. ‐ David: The guys have a lot of other platforms and the Indians are on the attach on
GME
01/28/2021, 15:51 p.m. ‐ BO RUSSE NEW: it’s really great
01/28/2021, 15:52 p.m. ‐ David: Options trading is madness
01/28/2021, 15:52 p.m. ‐ David: I’m busy scraping together another 50k
01/28/2021, 15:57 p.m. ‐ BO RUSSE NEW:
01/28/2021, 15:57 p.m. ‐ BO RUSSE NEW: fuck it still has to hold
01/28/2021, 15:57 p.m. ‐ BO RUSSE NEW: tomorrow
01/28/2021, 15:57 p.m. ‐ David: Until Monday
01/28/2021, 15:57 p.m. ‐ David: It’s still pulling
01/28/2021, 15:57 p.m. ‐ BO RUSSE NEW: don't let them make a mess
01/28/2021, 15:57 p.m. ‐ David: They can’t it’s only announcements
01/28/2021, 15:57 p.m. ‐ David: The market is free
01/28/2021, 15:58 p.m. ‐ BO RUSSE NEW: you’ll see with Robin hoods it’s not as free as you think)
01/28/2021, 15:58 p.m. ‐ David: The guys got their asses kicked, which is a world first in this proportion, but
that's what Carl did to Billy on Herba
01/28/2021, 16:02 p.m. ‐ BO RUSSE NEW: curevac check if it’s paying
01/28/2021, 16:03 p.m. ‐ David: I can’t right now
01/28/2021, 16:03 p.m. ‐ David: Game stop biggest of the russel 2000 tomorrow risks returning to the SP
01/28/2021, 16:03 p.m. ‐ David: I’m squeezing

01/28/2021, 16:03 p.m. ‐ BO RUSSE NEW: hahahahahaha
01/28/2021, 16:04 p.m. ‐ BO RUSSE NEW:
01/28/2021, 16:19 p.m. ‐ BO RUSSE NEW: How are you guys buying my brokers are not submitting my orders,
not even Hargreaves
01/28/2021, 16:20 p.m. ‐ BO RUSSE NEW: a lot of platforms are blocking purchases
01/28/2021, 16:20 p.m. ‐ BO RUSSE NEW: the assholes
01/28/2021, 16:21 p.m. ‐ BO RUSSE NEW: the guys are holding
01/28/2021, 16:21 p.m. ‐ BO RUSSE NEW: so it’s great
01/28/2021, 16:21 p.m. ‐ David:
01/28/2021, 16:21 p.m. ‐ BO RUSSE NEW: tomorrow it’s going to be great
01/28/2021, 16:42 p.m. ‐ BO RUSSE NEW: BB
01/28/2021, 16:47 p.m. ‐ BO RUSSE NEW: the are going to take the profits if it goes to shit.
01/28/2021, 16:47 p.m. ‐ David:
01/28/2021, 16:47 p.m. ‐ BO RUSSE NEW: it has to hold for 2 days
01/28/2021, 16:48 p.m. ‐ BO RUSSE NEW: did you put 70?
01/28/2021, 16:48 p.m. ‐ David: 115
01/28/2021, 16:48 p.m. ‐ David: Yes
01/28/2021, 16:49 p.m. ‐ BO RUSSE NEW: it's running out of steam a bit. as soon as it drops, guys are afraid
to buy.
01/28/2021, 16:49 p.m. ‐ BO RUSSE NEW: it’s ÷2.5
01/28/2021, 16:49 p.m. ‐ David: Keep calm
01/28/2021, 16:49 p.m. ‐ BO RUSSE NEW: it will hold
01/28/2021, 16:50 p.m. ‐ David: Yes of course
01/28/2021, 17:00 p.m. ‐ BO RUSSE NEW: apparently the Americans can’t buy anymore
01/28/2021, 17:00 p.m. ‐ BO RUSSE NEW: not GME or Bb
01/28/2021, 17:00 p.m. ‐ BO RUSSE NEW: everything is blocked
01/28/2021, 17:00 p.m. ‐ David: There are foreign relays
01/28/2021, 17:00 p.m. ‐ BO RUSSE NEW: war is crazy
01/28/2021, 17:00 p.m. ‐ David: This short squeeze is a world‐wide project
01/28/2021, 17:07 p.m. ‐ BO RUSSE NEW: they’re giving up at Nokia and Ame
01/28/2021, 17:07 p.m. ‐ BO RUSSE NEW: they are focused on gamestop
01/28/2021, 17:18 p.m. ‐ David: At Revlon too
01/28/2021, 17:22 p.m. ‐ BO RUSSE NEW: fuck it’s a race, it’s a march
01/28/2021, 17:22 p.m. ‐ David: It’s tense
01/28/2021, 17:23 p.m. ‐ BO RUSSE NEW: should I keep it?
01/28/2021, 17:23 p.m. ‐ David: Let’s see what happens
01/28/2021, 17:25 p.m. ‐ BO RUSSE NEW: should let go 200k better right?
01/28/2021, 17:25 p.m. ‐ David: With the loc we don’t have a price
01/28/2021, 17:31 p.m. ‐ BO RUSSE NEW: fuck it’s time to buy back
01/28/2021, 17:32 p.m. ‐ David: It’s madness it jumps every time
01/28/2021, 17:34 p.m. ‐ David:
01/28/2021, 17:45 p.m. ‐ BO RUSSE NEW: this is not over
01/28/2021, 17:45 p.m. ‐ BO RUSSE NEW:
01/28/2021, 18:20 p.m. ‐ BO RUSSE NEW: it’s picking up nicely
01/28/2021, 18:20 p.m. ‐ BO RUSSE NEW: fuck the stress

01/28/2021, 18:21 p.m. ‐ BO RUSSE NEW: still haven’t found my cards
01/28/2021, 18:34 p.m. ‐ David: I asked he’s going to call me back
01/28/2021, 18:34 p.m. ‐ David: It’s shit
01/28/2021, 18:35 p.m. ‐ BO RUSSE NEW: I found it
01/28/2021, 18:35 p.m. ‐ David: The cards
01/28/2021, 18:35 p.m. ‐ David: Good
01/28/2021, 18:36 p.m. ‐ BO RUSSE NEW: fuck sorry. thanks for the call
01/28/2021, 18:38 p.m. ‐ David:
01/28/2021, 18:40 p.m. ‐ BO RUSSE NEW: it’s already better now at 120
01/28/2021, 18:51 p.m. ‐ BO RUSSE NEW: do you think it will hold at this level?
01/28/2021, 18:51 p.m. ‐ BO RUSSE NEW: even at the start of tomorrow’s session
01/28/2021, 18:52 p.m. ‐ BO RUSSE NEW: time will have been wasted
01/28/2021, 18:52 p.m. ‐ BO RUSSE NEW: way to buy back with premium
01/28/2021, 18:52 p.m. ‐ BO RUSSE NEW: profit
01/28/2021, 19:02 p.m. ‐ David: No it will end up in a loss
01/28/2021, 19:02 p.m. ‐ David: But I'm not keeping 6 bars of expo for 200k
01/28/2021, 19:02 p.m. ‐ BO RUSSE NEW: are you getting out now?
01/28/2021, 19:02 p.m. ‐ David: I'm running again on Uni for cash in grave but we can't risk it
01/28/2021, 19:03 p.m. ‐ David: Too hard to recup if open at 50 dol
01/28/2021, 19:03 p.m. ‐ David: I’m not playing against the
01/28/2021, 19:03 p.m. ‐ David: Who do everything in their power not to get caught
01/28/2021, 19:03 p.m. ‐ BO RUSSE NEW: 400 to fold here?
01/28/2021, 19:04 p.m. ‐ David: 350
01/28/2021, 19:04 p.m. ‐ David: Minus the premiums
01/28/2021, 19:04 p.m. ‐ David: It's easy to make up for losing 6 bars
01/28/2021, 19:04 p.m. ‐ BO RUSSE NEW: here they are, the 2 gtrs but in the other direction
01/28/2021, 19:04 p.m. ‐ David: Error in judgement
01/28/2021, 19:04 p.m. ‐ BO RUSSE NEW: already out?
01/28/2021, 19:05 p.m. ‐ David: We're trying to get the market makers over price
01/28/2021, 19:05 p.m. ‐ BO RUSSE NEW: keep it
01/28/2021, 19:05 p.m. ‐ BO RUSSE NEW: it will hold
01/28/2021, 19:10 p.m. ‐ BO RUSSE NEW: you think it’s folded
01/28/2021, 19:16 p.m. ‐ BO RUSSE NEW: reddit has blocked it it seems
01/28/2021, 19:20 p.m. ‐ David: I can’t
01/28/2021, 19:20 p.m. ‐ David: The options are blocked it’s a fucking mess
01/28/2021, 19:21 p.m. ‐ David: Instruction
01/28/2021, 19:22 p.m. ‐ BO RUSSE NEW: impossible to buy?
01/28/2021, 19:30 p.m. ‐ BO RUSSE NEW: it’s not holding too badly
01/28/2021, 19:30 p.m. ‐ BO RUSSE NEW: have to watch out at the closing
01/28/2021, 19:39 p.m. ‐ BO RUSSE NEW: that’s it, I can go back to their page
01/28/2021, 19:45 p.m. ‐ BO RUSSE NEW: Missed voice call

01/28/2021, 20:20 p.m. ‐ BO RUSSE NEW: the funds are doing all they can to avoid the real squeeze to come.
nothing has been bought up yet, apparently.
01/28/2021, 20:28 p.m. ‐ BO RUSSE NEW: how is this going Bro?????
01/28/2021, 23:47 p.m. ‐ David: I've cut it, and I'll be recovering it with Beyond and moderna.... in a fortnight,
but you can't lose out on a malfunction
01/28/2021, 23:48 p.m. ‐ David: Until tomorrow no stress we have seen it so many times the ups and
downs…and up again
EXHIBIT 49
Videotaped Deposition
Videotaped Deposition of
of
Dr. Matthew
Dr. Matthew D.
D. Cain
Cain
January 10,
January 10, 2024
2024
In re:
In re: Vaxart,
Vaxart, Inc.
Inc. Securities
Securities Litigation
Litigation
© aptus. COURT REPORTING
www.aptusCR.com 866.999.8310
Dr. Matthew D. Cain In re: Vaxart, Inc. Securities Litigation
·1
·2· · · · · · · · · ·UNITED STATES DISTRICT COURT

· · · · · · · · · · ·NORTHERN DISTRICT OF CALIFORNIA
·3· · · · · · · · · ·SAN FRANCISCO DIVISION
· · · · · · · · · · ·Case No. 3:20-cv-05949-VC
·4
· · ·- - - - - - - - - - - - - - - - - - - - - - - -
·5· ·In Re VAXART, INC. SECURITIES LITIGATION
·6· ·- - - - - - - - - - - - - - - - - - - - - - - -
·7
·8
·9· · · · · · · · TRANSCRIPT of the stenographic notes of
10· ·the videotaped deposition of DR. MATTHEW D. CAIN, in
11· ·the above-entitled matter, as taken by and before
12· ·LORRAINE B. ABATE, a Certified Shorthand Reporter and
13· ·Notary Public of the State of New York, and
14· ·Registered Professional Reporter, held at the offices
15· ·of Akin Gump Strauss Hauer & Feld, LLP, One Bryant
16· ·Park, New York, New York, on January 10, 2024,
17· ·commencing at time 9:11 a.m., pursuant to Notice.
18
19
20
21
22
23
24
25· ·Job No. 10133367
Page 1
www.aptusCR.com
·1
·2· ·A P P E A R A N C E S:
·3· ·(In New York)
·4
·5· · · · · · · · HAGEN BERMAN SOBOL SHAPIRO, LLP
·6· · · · · · · · Attorneys for Wei Huang and
·7· · · · · · · · Langdon Elliott
·8· · · · · · · · · ·1 Faneuil Hall Square, 5th Floor
·9· · · · · · · · · ·Boston, Massachussetts 02109
10· · · · · · · · BY: RAFFI MELANSON, ESQ.
11· · · · · · · · · ·(617)482-3700
12· · · · · · · · · ·raffim@hbsslaw.com
13
14· · · · · · · · SCOTT & SCOTT ATTORNEYS AT LAW, LLP
15· · · · · · · · Attorneys for Ani Hovhannisyan
16· · · · · · · · · ·230 Park Avenue, 17th Floor
17· · · · · · · · · ·New York, New York· 10169
18· · · · · · · · BY:· WILLIAM FREDERICKS, ESQ.
19· · · · · · · · · ·(212) 223-6444
20· · · · · · · · wfredericks@scott-scott.com
21
22
23
24
25
Page 2
www.aptusCR.com
·1
·2· ·A P P E A R A N C E S:
·3· ·(CONTINUED)
·4
·5· · · · · · · · AKIN GUMP STRAUSS HAUER & FELD , ESQS.
·6· · · · · · · · Attorneys for the Defendants
·7· · · · · · · · Armistice Capital, LLC, Armistice
·8· · · · · · · · Master Fund, Ltd., Steven J. Boyd,
·9· · · · · · · · And Keith Maher, M.D.
10· · · · · · · · · ·1999 Avenue of the Stars, Suite 600
11· · · · · · · · · ·Los Angeles, California 90067
12· · · · · · · · BY:· ·JOSHUA A. RUBIN, ESQ.
13· · · · · · · · · · · NEAL R. MARDER, ESQ.
14· · · · · · · · · · · (310)229-1000
15· · · · · · · · · · rubinj@akingump.com
16· · · · · · · · · · nmarder@akingump.com
17
18· ·A L S O· ·P R E S E N T:
19· · · · · · · · Jeremy Kovacs, Videographer
20
21· ·(Via Video Conference)
22· · · · · · · · Charles Barwick, Esq.
23· · · · · · · · Jeffrey P. Jacobson, Esq.
24· · · · · · · · Reed Kathrein, Esq.
25· · · · · · · · Samar Semaan
Page 3
www.aptusCR.com
·1
·2· · · · · · · · · · · · · I N D E X
·3· ·WITNESS· · · · ·EXAMINATION BY· · · · · · ·PAGE
·4· ·Dr. Matthew Cain
·5· · · · · · · · · ·Mr. Rubin· · · · · · · · · 5
·6
·7· · · · · · · · · · · ·E X H I B I T S
·8· ·CAIN· · · · · · · · · · · · · · · · · · · · · ·PAGE
·9· ·Exhibit 1· Notice of Deposition· · · · · · · · · 6
10· ·Exhibit 2· Objections and Responses to
11· · · · · · · Notice of Deposition· · · · · · · · · 9
12· ·Exhibit 3· LinkedIn Profile· · · · · · · · · · ·18
13· ·Exhibit 4· LinkedIn Profile Skills Page· · · · ·19
14· ·Exhibit 5· Vaxart, Inc. Expert Report· · · · · ·21
15· ·Exhibit 6· Invoices· · · · · · · · · · · · · · ·83
16· ·Exhibit 7· E-Mail Chain· · · · · · · · · · · · ·90
17· ·Exhibit 8· Corrected Second Amended
18· · · · · · · Consolidated Class Action Complaint· 107
19· ·Exhibit 9· Exhibit A, AdaptHealth Corp.
20· · · · · · · Expert Report· · · · · · · · · · · · 181
21· ·Exhibit 10 Exhibit A, Homyk versus ChemoCentryx
22· · · · · · · Expert Report· · · · · · · · · · · · 194
23· ·Exhibit 11 Excel File (DEEMED)· · · · · · · · · 236
24· ·Exhibit 12 Document Entitled
25· · · · · · · High Volatility - Options (DEEMED)· ·250
Page 4
www.aptusCR.com YVer1f
·1· · · · · · · · · ·Cain - January 10, 2024

·2· ·one case, in a merger and acquisition context, when
·3· ·they disclosed the fairness opinions and proxy
·4· ·statements.
·5· · · · · · · · And then the other case, I'll have to go
·6· ·back and review.· It was certain dates I think where
·7· ·the courts maybe came out with certain rulings or
·8· ·updates to the rulings and how companies reacted to
·9· ·-- the stock prices of companies reacted to those
10· ·rulings.
11· · · · ·Q.· · ·For purposes of a report assessing
12· ·whether or not a stock traded in an efficient market,
13· ·what's the shortest estimation window that you've
14· ·ever used?
15· · · · ·A.· · ·Within a market efficiency report like
16· ·this?
17· · · · ·Q.· · ·Yes.
18· · · · ·A.· · ·I believe that this was the shortest
19· ·estimation window that I've encountered because of
20· ·the situations of the information environment that
21· ·were related to this case.
22· · · · ·Q.· · ·And you said it's the shortest.· Just to
23· ·be clear, had you ever used, in a prior report, an
24· ·estimate of the same length?
25· · · · ·A.· · ·I may have in other reports or other
Page 167
·1· · · · · · · · · ·Cain - January 10, 2024

·2· ·work, but -- and like I said, obviously in my
·3· ·academic work, I have used shorter estimates.
·4· · · · · · · · But in terms of the market efficiency
·5· ·reports, I think I've used 120 days, 60 days, and now
·6· ·40 days.· I've been more and more encountering
·7· ·companies during the COVID time period which has
·8· ·necessitated pushing me towards shorter estimation
·9· ·windows because of the unique situations that I have
10· ·been encountering recently in cases.
11· · · · ·Q.· · ·Just to make sure I understand your
12· ·answer correctly, prior to your report in this case,
13· ·had you ever offered an opinion on market efficiency
14· ·in which you utilized an estimation period of
15· ·40 days?
16· · · · ·A.· · ·So I think I answered that with the
17· ·previous question.· So I think that you're limiting
18· ·it only to market efficiency reports that have
19· ·proceeded to this stage of disclosure.· I think this
20· ·is the first one for 40 days.
21· · · · · · · · Like I said, I have used much shorter
22· ·time periods in my academic work and other work.· But
23· ·this I think is the first market efficiency report
24· ·that I have encountered where the dynamics of the
25· ·information environment necessitated or at least
Page 168
·1· · · · · · · · · ·Cain - January 10, 2024

·2· ·pushed me to use a 40-day window.
·3· · · · ·Q.· · ·So what is the methodology that you used
·4· ·that led you to the 40-day estimation window in this
·5· ·case?
·6· · · · ·A.· · ·So I evaluated Vaxart as a company to
·7· ·understand the company itself.· I also looked at the
·8· ·time period during which the class period falls and
·9· ·the dynamics of the information environment, both
10· ·during the class period as well as the months leading
11· ·up to the class period, because that's really what
12· ·we're talking about in terms of the estimation
13· ·window.
14· · · · · · · · And I know from my professional work and
15· ·my academic work that in March of 2020, there was an
16· ·abrupt shift in the volatility of stock returns, not
17· ·just for Vaxart, but for the overall marketplace, due
18· ·to the COVID pandemic.· And therefore, a wide variety
19· ·of companies, the majority of companies, had a
20· ·certain level of volatility prior to March 2020, and
21· ·for some companies, their volatility increased in
22· ·earlier months as well, but for a wide variety of
23· ·companies, the volatility increased in March of 2020.
24· · · · · · · · And then for different companies,
25· ·volatility drifted back down in the subsequent
Page 169
·1· · · · · · · · · ·Cain - January 10, 2024

·2· ·months.· So because there was such an abrupt shift in
·3· ·volatility for many companies, and also just changes
·4· ·in how companies' stock prices moved in conjunction
·5· ·with the market and the industry indices of the beta
·6· ·coefficients, that was one factor that was important
·7· ·to consider in the case of Vaxart.
·8· · · · · · · · Also -- and then obviously, the class
·9· ·period starts on June 15th, so when we're talking
10· ·about March of 2015, that's just a few months prior
11· ·to the start of the class period.
12· · · · · · · · So if you use too long of an estimation
13· ·window, then you're actually going to be going back
14· ·to before the COVID pandemic, increased volatility,
15· ·and then to during March of 2020, which was a unique
16· ·type of volatility to after March of 2020 when it
17· ·started decreasing.· So that was one factor.
18· · · · · · · · And then another factor was just the
19· ·fact that Vaxart itself was a vaccine-based
20· ·biotechnology company attempting to develop vaccines,
21· ·including a -- pivoting to -- attempting to develop a
22· ·COVID vaccine.· So the company's specific volatility
23· ·actually interacts with the information environment,
24· ·both at a macro level and an industry level, that was
25· ·caused by the COVID pandemic.
Page 170
·1· · · · · · · · · ·Cain - January 10, 2024

·2· · · · · · · · So these were some of the factors that
·3· ·led me to determine that an estimation window of
·4· ·roughly two months of volatility was the most
·5· ·appropriate baseline for Vaxart.
·6· · · · ·Q.· · ·What specific analysis did you do to
·7· ·determine that the volatility of Vaxart's stock
·8· ·returns were rapidly changing during the COVID-19
·9· ·period?
10· · · · · · · · MR. MELANSON:· Objection to form.
11· · · · ·A.· · ·So I think that one of the ways that
12· ·that can be seen is when you run a rolling regression
13· ·model, you can look at the root mean squared error,
14· ·which is something that's graphed in Exhibit 5 of the
15· ·report.
16· · · · · · · · So you can see in Exhibit 5 that the
17· ·root mean squared error means basically how volatile
18· ·were the stock prices over the past couple of months,
19· ·that -- really, over the past 40 days, because that's
20· ·the estimation window.
21· · · · · · · · And so you can see that it starts out --
22· ·like a 7 percent root mean square error is fairly
23· ·high.· A lot of companies made have a root mean
24· ·squared error of 1 or 2 or 3 percent.· So 7 percent
25· ·is actually quite high.
Page 171
EXHIBIT 50
EXHIBIT 51
03/25/2021, 05:04 a.m. ‐ David: https://pub.webull.com/us/news‐

html/9c18b74450c448f39a33e8280bc0b333.html?theme=1&_v=1&color=1&hl=en&sp=1&theme=1
03/25/2021, 05:04 a.m. ‐ David: Everyone’s doing the same thing… we have to get out
03/25/2021, 05:04 a.m. ‐ David: There was minus 10 points in the after market
03/25/2021, 06:37 a.m. ‐ BO RUSSE NEW: yes it’s clear you need cash
03/25/2021, 06:43 a.m. ‐ David: They’re burning cash
03/25/2021, 06:43 a.m. ‐ David: I’m expecting the risks, but I’m going to try get the transaction up and
running as soon as possible
03/25/2021, 07:06 a.m. ‐ David: Bro urgent meeting
03/25/2021, 07:06 a.m. ‐ David: Are you available?
03/25/2021, 09:14 a.m. ‐ BO RUSSE NEW: <Media omitted>
03/25/2021, 11:13 a.m. ‐ BO RUSSE NEW: <Media omitted>
03/25/2021, 11:13 a.m. ‐ BO RUSSE NEW: what squeeze are they talking about?
03/25/2021, 11:13 a.m. ‐ BO RUSSE NEW: I don’t understand
03/25/2021, 11:37 a.m. ‐ David: The 26%
03/25/2021, 11:38 a.m. ‐ BO RUSSE NEW: that’s not how you pump
03/25/2021, 11:57 a.m. ‐ David: No
03/25/2021, 11:57 a.m. ‐ David: I have a hearing with Stef for an hour
03/25/2021, 11:57 a.m. ‐ David: To review the possibilities
03/25/2021, 11:57 a.m. ‐ BO RUSSE NEW: so?
03/25/2021, 11:58 a.m. ‐ BO RUSSE NEW: are you at the office?
03/25/2021, 11:58 a.m. ‐ BO RUSSE NEW: can I call you?
03/25/2021, 2:40 p.m. ‐ David: You have to be fit to work with these
03/25/2021, 2:41 p.m. ‐ BO RUSSE NEW:

03/25/2021, 2:43 p.m. ‐ BO RUSSE NEW: what information did he come back with?
03/25/2021, 3:47 p.m. ‐ David: https://www.cnbc.com/2021/03/24/cramer‐says‐gamestop‐remains‐
overvalued‐despite‐promising‐q4‐report.html
03/25/2021, 4:51 p.m. ‐ David: The spoke isn’t very nice…
03/25/2021, 5:08 p.m. ‐ BO RUSSE NEW: seriously
03/25/2021, 5:08 p.m. ‐ BO RUSSE NEW: not cool
03/25/2021, 5:08 p.m. ‐ BO RUSSE NEW: GME however likes it, going to have to look for more
03/25/2021, 5:16 p.m. ‐ David: Yeahhh
03/25/2021, 5:17 p.m. ‐ BO RUSSE NEW: does this have a big influence on the price of options?
03/25/2021, 5:19 p.m. ‐ David: Not here
03/25/2021, 5:19 p.m. ‐ David: Those from May yes 2 euros but not April now is the time and the delta that
are working
03/25/2021, 5:22 p.m. ‐ BO RUSSE NEW: it’s logical
03/25/2021, 10:09 p.m. ‐ David: https://seekingalpha.com/news/3675903‐biogen‐shares‐could‐jump‐25‐
75‐
with‐potential‐tecfidera‐appeals‐court‐reversal?utm_source=webull.com&utm_medium=referral
03/25/2021, 10:09 p.m. ‐ David: With what is going to come out
03/25/2021, 10:10 p.m. ‐ David: And the vol on the other one…at 6 months we can do even as much as Uni
03/25/2021, 10:11 p.m. ‐ BO RUSSE NEW: read today
03/25/2021, 10:11 p.m. ‐ BO RUSSE NEW: yes exact
03/25/2021, 10:11 p.m. ‐ BO RUSSE NEW: that'll do it Bro. You've come up with an amazing idea for surfing
the vol
03/25/2021, 01:17 p.m. ‐ BO RUSSE NEW: for me, the only risk is a capital increase with the creation of shares
open to the market, with all the suckers signing up, and at that price it can bring in a fuck load of cash.
03/26/2021, 12:58 p.m. ‐ David: It's going to be tough already 2.4 overtaking line...
03/26/2021, 12:58 p.m. ‐ David: But we've got some positive stuff, so I can take it out and put it back higher
again later
03/26/2021, 12:59 p.m. ‐ BO RUSSE NEW: have to hold or roll because given the vol if you get out and it loses
40% in 1 day you’ve lost the deal
03/26/2021, 12:59 p.m. ‐ David: Yes
03/26/2021, 12:59 p.m. ‐ David: Exactly
03/26/2021, 1:00 p.m. ‐ David: But rolling is doubling the expos
03/26/2021, 1:00 p.m. ‐ David: From 400 to 800

03/26/2021, 1:00 p.m. ‐ BO RUSSE NEW: yes pushing it up
03/26/2021, 1:01 p.m. ‐ David: We’ll see with the figures
03/26/2021, 1:01 p.m. ‐ BO RUSSE NEW: all the money you have
03/26/2021, 1:01 p.m. ‐ David: You can already take everything out that is Green
03/26/2021, 1:01 p.m. ‐ David: The next weeks can get out sold 5 they are worth 2
03/26/2021, 1:02 p.m. ‐ BO RUSSE NEW: true
03/26/2021, 1:02 p.m. ‐ BO RUSSE NEW: it won’t go sky high
03/26/2021, 1:03 p.m. ‐ David: The deal is crazy just imr rises because the delta rises as we get closer
03/26/2021, 1:03 p.m. ‐ David: Maos in absolute there is already 72 bar in nominal they are freaking out
03/26/2021, 1:04 p.m. ‐ David: Have to steer it
03/26/2021, 1:04 p.m. ‐ David: It pisses me off that it would have gone back to 15 20 and today it has to get
up and go
03/26/2021, 1:05 p.m. ‐ BO RUSSE NEW: it’s always the same
03/26/2021, 1:05 p.m. ‐ BO RUSSE NEW: have to deal with the situation
03/26/2021, 1:05 p.m. ‐ BO RUSSE NEW: but not abandoned
03/26/2021, 1:06 p.m. ‐ David: No way
03/26/2021, 1:36 p.m. ‐ BO RUSSE NEW: Ponvory accepted in Europe
03/26/2021, 1:36 p.m. ‐ BO RUSSE NEW: that is why Idi is exploding
03/26/2021, 1:36 p.m. ‐ David: ‐3 ‐4 %

03/26/2021, 1:36 p.m. ‐ BO RUSSE NEW: +1,71%
The picture can't be display ed.
03/26/2021, 1:36 p.m. ‐ BO RUSSE NEW:

03/26/2021, 1:36 p.m. ‐ BO RUSSE NEW: it’s unfolding
03/26/2021, 1:37 p.m. ‐ BO RUSSE NEW: it’s going to be madness
03/26/2021, 1:37 p.m. ‐ BO RUSSE NEW: so many positive things
03/26/2021, 1:39 p.m. ‐ David: Excellent
03/26/2021, 1:39 p.m. ‐ David: And with GME we are also going to send it
03/26/2021, 1:40 p.m. ‐ BO RUSSE NEW: seriously
03/26/2021, 1:40 p.m. ‐ BO RUSSE NEW: we’re going to fight to take the title of Diamond hands
03/26/2021, 1:41 p.m. ‐ BO RUSSE NEW: the WS bet are saying the creator of a channel that has Diamond
hands on GME
03/26/2021, 1:42 p.m. ‐ BO RUSSE NEW: well it’s not wrong either)
03/26/2021, 1:44 p.m. ‐ BO RUSSE NEW: Probably Cramer

03/26/2021, 1:45 p.m. ‐ David: It’s true
03/26/2021, 1:45 p.m. ‐ David: And today it’s going to make +15 and end @‐30%
03/26/2021, 1:45 p.m. ‐ David: Have to be strong
03/26/2021, 1:45 p.m. ‐ David: We're going to rock
03/26/2021, 1:45 p.m. ‐ BO RUSSE NEW: yes have
03/26/2021, 1:45 p.m. ‐ BO RUSSE NEW: have to
03/26/2021, 1:46 p.m. ‐ BO RUSSE NEW: follow and hold the pause
03/26/2021, 1:46 p.m. ‐ David: It's a big move, but I'm confident about our strategy
03/26/2021, 1:46 p.m. ‐ BO RUSSE NEW: it's when it's hardest that it brings in the most money
03/26/2021, 1:46 p.m. ‐ David: Risk reward of course
03/26/2021, 1:47 p.m. ‐ BO RUSSE NEW:
03/26/2021, 1:48 p.m. ‐ David: Cramer is brutal he smashes them every time to get back to 70
03/26/2021, 1:49 p.m. ‐ BO RUSSE NEW: he plays dirty
03/26/2021, 1:49 p.m. ‐ BO RUSSE NEW: in options
03/26/2021, 1:54 p.m. ‐ David: I think it’s worth 100 coins so with US imports he got out double
03/26/2021, 1:56 p.m. ‐ BO RUSSE NEW: easy
03/26/2021, 1:56 p.m. ‐ BO RUSSE NEW: plus what he trades via his mifa or his buddies in Singapore or Dub
03/26/2021, 1:59 p.m. ‐ David: And his fund management buddies

03/26/2021, 2:04 p.m. ‐ David: It’s Jeffrey that went from 15 to 175 yesterday who put the squeeze on
03/26/2021, 2:04 p.m. ‐ David: Otherwise it would only take back 10‐15 points max
03/26/2021, 2:05 p.m. ‐ David: So today with Mad Money
03/26/2021, 2:05 p.m. ‐ David: We can go back down
03/26/2021, 2:07 p.m. ‐ BO RUSSE NEW: we hope
03/26/2021, 2:07 p.m. ‐ BO RUSSE NEW: we're dealing with guys who don't give a fuck about finance and
don't understand a thing about it
03/26/2021, 2:08 p.m. ‐ BO RUSSE NEW: we’re telling them it can go up to 2,000
03/26/2021, 2:08 p.m. ‐ BO RUSSE NEW: buy and never sell
03/26/2021, 2:08 p.m. ‐ BO RUSSE NEW: to save video games
03/26/2021, 2:11 p.m. ‐ David: On the other hand, you have guys like Bill Gross or Cramer who can score 50
points in two days
03/26/2021, 2:12 p.m. ‐ BO RUSSE NEW: exactly
03/26/2021, 2:12 p.m. ‐ BO RUSSE NEW: you have to keep calm
03/26/2021, 2:12 p.m. ‐ BO RUSSE NEW: and move forward with the strategy
03/26/2021, 2:50 p.m. ‐ BO RUSSE NEW: the only shit thing is that none of these holders are selling
03/26/2021, 2:52 p.m. ‐ BO RUSSE NEW: to bring it down, you need a market slop. the guys need the cash
03/26/2021, 7:11 p.m. ‐ BO RUSSE NEW: Missed voice call
03/26/2021, 9:09 p.m. ‐ BO RUSSE NEW: did you buy the mods?
03/26/2021, 9:09 p.m. ‐ BO RUSSE NEW: it has a crazy shape
03/26/2021, 9:09 p.m. ‐ BO RUSSE NEW:

03/26/2021, 9:24 p.m. ‐ David: Yes, because Chris told me that we're showing that we're pro‐active in
order to keep the GMEs
03/26/2021, 9:24 p.m. ‐ David: Which behaved well today
03/26/2021, 9:25 p.m. ‐ David: Serious drop in vol

03/26/2021, 9:25 p.m. ‐ David: May lost 20%
03/26/2021, 9:25 p.m. ‐ David: The 1.04 lost 50%
03/26/2021, 9:25 p.m. ‐ BO RUSSE NEW: good then
03/26/2021, 9:26 p.m. ‐ David: April lost 30%…yes it’s great
03/26/2021, 9:26 p.m. ‐ BO RUSSE NEW: everything is on track

03/26/2021, 9:26 p.m. ‐ David: An opening at minus 10 Monday would be a great support
03/26/2021, 9:26 p.m. ‐ BO RUSSE NEW: I’m surprised
03/26/2021, 9:27 p.m. ‐ David: This means we can avoid buying Moderna and Unib
03/26/2021, 9:27 p.m. ‐ BO RUSSE NEW: clearly
03/26/2021, 9:28 p.m. ‐ David: But anyway we are positive on the lines and GME pays more so we’re making
a decision
03/26/2021, 9:28 p.m. ‐ David: We're pulling out all the stops to find more crazy stuff
03/26/2021, 9:29 p.m. ‐ David: Spoke not bad tesla resumes but it’s rubbish
03/26/2021, 9:30 p.m. ‐ David: It’s going to dive again on Monday and next week before the long week end
03/26/2021, 9:30 p.m. ‐ David: There is going to be a sell‐off
03/26/2021, 10:03 p.m. ‐ BO RUSSE NEW: we’ll see. the vol is so high on the rynoks
03/26/2021, 10:03 p.m. ‐ BO RUSSE NEW: gme is going to like it
03/26/2021, 10:03 p.m. ‐ BO RUSSE NEW:

03/27/2021, 06:47 a.m. ‐ David: “‘The price of Bitcoin ‘is nothing compared to what it will be’ in the future
according to C. Woods”
https://fr.investing.com/news/cryptocurrency‐news/le‐prix‐du‐bitcoin‐nest‐rien‐compare‐a‐ce‐quil‐sera‐
dans‐le‐futur‐selon‐c‐woods‐2011181
03/27/2021, 06:50 a.m. ‐ David: “Bitcoin could be banned like gold was, according to the world's biggest
Hedge Fund”
https://fr.investing.com/news/cryptocurrency‐news/le‐bitcoin‐pourrait‐etre‐interdit‐comme‐lor‐la‐ete‐
selon‐le‐plus‐gros‐hedge‐fund‐2011183
03/27/2021, 06:52 a.m. ‐ David: It's obvious that the states are going to get their hands on this again sooner
or later! Otherwise it’s open to all possibilities
03/27/2021, 07:19 a.m. ‐ David: https://www.cnbc.com/video/2021/03/26/video‐game‐michael‐pachter‐
analyst‐weighs‐in‐on‐gamestops‐earnings‐call.html
03/27/2021, 07:25 a.m. ‐ BO RUSSE NEW: yes everyone wants it to go in the direction in which they have
invested
03/27/2021, 07:25 a.m. ‐ BO RUSSE NEW:

03/27/2021, 07:27 a.m. ‐ David: Of course, just for GME 29 or 37 wouldn't necessarily suit me.
03/27/2021, 07:28 a.m. ‐ David: I'd prefer it if we stuck to the shitty value
03/27/2021, 07:28 a.m. ‐ BO RUSSE NEW: it’s logical
03/27/2021, 07:28 a.m. ‐ David: Because it’s very low can repop suddenly
03/27/2021, 07:28 a.m. ‐ BO RUSSE NEW: if the markets hold there is no reason
03/27/2021, 07:31 a.m. ‐ David: https://www.reuters.com/article/us‐usa‐stocks‐gamestop/gamestop‐
swings‐
between‐gains‐and‐losses‐capping‐volatile‐week‐idUSKBN2BI2HJ
03/27/2021, 07:31 a.m. ‐ David: There are many of us going on the Vol
03/27/2021, 07:31 ‐ BO RUSSE NEW: pineapples looking for a high return ‐ there's no shortage of that
03/27/2021, 07:36 a.m. ‐ David: Short interest in GameStop has fallen to about 15% of the stock's float from
a peak of 141% in the first week of 2021, according to data from financial analytics firm S3 Partners.
03/27/2021, 07:37 a.m. ‐ David: Yes, but you need to look at the precise details of the Tomasulo article, who
are playing on the volume, yes, we are too

03/27/2021, 07:39 a.m. ‐ David: Annual meeting in June it might not be a bad idea to buy one or more shares
to get in on the action when you have puts of this level
03/27/2021, 07:39 a.m. ‐ David: It's played out as it always has been
03/27/2021, 07:50 a.m. ‐ BO RUSSE NEW: Buy gme?
03/27/2021, 07:50 a.m. ‐ David: Yes 2 shares
03/27/2021, 07:50 a.m. ‐ David: To get access to the shareholder’s communications
03/27/2021, 07:51 a.m. ‐ BO RUSSE NEW: it is communicated directly
03/27/2021, 07:51 a.m. ‐ BO RUSSE NEW: to the market
03/27/2021, 07:51 a.m. ‐ David: Is the Annual General meeting public??
03/27/2021, 07:52 a.m. ‐ David: I don’t think so at Berkshire the buys buy a share to go there
03/27/2021, 07:52 a.m. ‐ BO RUSSE NEW: if you want to go there yes
03/27/2021, 07:53 a.m. ‐ BO RUSSE NEW: at Berk it costs a bit more)
03/27/2021, 07:55 a.m. ‐ David: You must have seen the pause
03/27/2021, 07:55 a.m. ‐ David: It’s more than unib and Idia
03/27/2021, 07:55 a.m. ‐ BO RUSSE NEW: the only thing you need to know is when the capital increase is
launched
03/27/2021, 07:56 a.m. ‐ BO RUSSE NEW: I don’t think they’ll wait long given the level
03/27/2021, 07:56 a.m. ‐ David: And I think we’ll still have vol for a while so we'll be settling in for a while
03/27/2021, 07:56 a.m. ‐ David: Possible
03/27/2021, 07:56 a.m. ‐ BO RUSSE NEW: that’s not cool
03/27/2021, 07:56 a.m. ‐ David: What they vote on in the GM is the issuance of securities to make the
dilution
03/27/2021, 07:57 a.m. ‐ David: Before that you can’t do anything
03/27/2021, 07:57 a.m. ‐ David: They won’t make an ABB without having the available shares
03/27/2021, 07:57 a.m. ‐ BO RUSSE NEW: yes it’s in the articles of incorporation
03/27/2021, 07:57 a.m. ‐ David: Point to be verified how many do they have
03/27/2021, 07:57 a.m. ‐ BO RUSSE NEW: no worries
03/27/2021, 07:58 a.m. ‐ David: In the articles you don’t have the number of shares issued pending
transactions
03/27/2021, 07:59 a.m. ‐ David: You have the basic number
03/27/2021, 07:59 a.m. ‐ David: But then, as the life of the company goes on, things change
03/27/2021, 08:00 a.m. ‐ David: So before it reappears, the GM is issuing and then there's investment
03/27/2021, 7:22 p.m. ‐ David: https://www.capital.fr/entreprises‐marches/le‐cac‐40‐cale‐et‐la‐pause‐
risque‐de‐durer‐le‐conseil‐bourse‐du‐jour‐1398345
03/27/2021, 7:23 p.m. ‐ David: Conso conso consolidate
03/27/2021, 7:23 p.m. ‐ David: So Rafa did you play like crazy?
03/27/2021, 7:25 p.m. ‐ BO RUSSE NEW: came out at 1/2
03/27/2021, 7:25 p.m. ‐ BO RUSSE NEW: but it was great
03/27/2021, 7:25 p.m. ‐ BO RUSSE NEW: 4 matches I am dead
03/27/2021, 7:25 p.m. ‐ BO RUSSE NEW: but dead
03/27/2021, 7:25 p.m. ‐ BO RUSSE NEW:

03/27/2021, 7:50 p.m. ‐ David: Bravo Bro!!! We can do it in Dubai and you can play against Vassily
03/27/2021, 7:50 p.m. ‐ David: He loves it
03/27/2021, 7:50 p.m. ‐ David: Original letter from Alexander for me a priori is the only thing to bring back
for me
03/27/2021, 7:53 p.m. ‐ BO RUSSE NEW: yes already planned
03/27/2021, 7:54 p.m. ‐ David: There it is last line on the right
03/27/2021, 7:56 p.m. ‐ BO RUSSE NEW: you’re doing very very well
EXHIBIT 52
I, Danelle Shaw, hereby certify that I am competent to translate from French to

English and that the attached translations are, to the best of my knowledge and belief,
a true and accurate translation of the documents listed below from French to English.
 BRATYA_000638  BRATYA_000697
 BRATYA_000676  BRATYA_000698
 BRATYA_000678  BRATYA_000699
 BRATYA_000679  BRATYA_000700
 BRATYA_000680  BRATYA_000702
 BRATYA_000681  BRATYA_000703
 BRATYA_000682  BRATYA_000704
 BRATYA_000683  BRATYA_000705
 BRATYA_000684  BRATYA_000707
 BRATYA_000685  BRATYA_000708
 BRATYA_000687  BRATYA_000709
 BRATYA_000688  BRATYA_000710
 BRATYA_000689  BRATYA_000711
 BRATYA_000690  BRATYA_000605
 BRATYA_000692  BRATYA_000619
 BRATYA_000694  BRATYA_000625
 BRATYA_000695  BRATYA_000663
 BRATYA_000696
I declare under penalty of perjury under the laws of the United States of America that
the foregoing is true and correct.
Executed on 26/04/2024
Danelle Shaw
[name]
[Signature]
I, Gabriela P. Rivera, hereby certify that I am competent to translate from French to

English and that the attached translations are, to the best of my knowledge and
belief, a true and accurate translation of the documents listed below from French to
English.
• BRATYA_000611 • BRATYA_000648
• BRATYA_000612 • BRATYA_000650
• BRATYA_000613 • BRATYA_000652
• BRATYA_000614 • BRATYA_000653
• BRATYA_000618 • BRATYA_000655
• BRATYA_000630 • BRATYA_000656
• BRATYA_000632 • BRATYA_000657
• BRATYA_000633 • BRATYA_000659
• BRATYA_000635 • BRATYA_000661
• BRATYA_000637 • BRATYA_000670
• BRATYA_000645 • BRATYA_000672
• BRATYA_000646 • BRATYA_000675
• BRATYA_000647
Executed on _April 26, 2024___
__Gabriela P. Rivera______
Name
______________________
Signature
I, Jacob Cuttler, hereby certify that I am competent to translate from French to

English and that the attached translations are, to the best of my knowledge and belief,
a true and accurate translation of the documents listed below from French to English.
 BRATYA_000712  BRATYA_000731
 BRATYA_000713  BRATYA_000732
 BRATYA_000715  BRATYA_000734
 BRATYA_000716  BRATYA_000735
 BRATYA_000718  BRATYA_000736
 BRATYA_000719  BRATYA_000737
 BRATYA_000720  BRATYA_000738
 BRATYA_000723  BRATYA_000739
 BRATYA_000724  BRATYA_000740
 BRATYA_000725  BRATYA_000741
 BRATYA_000726  BRATYA_000742
 BRATYA_000729  BRATYA_000743
 BRATYA_000730  BRATYA_000744
Executed on 4/26/2024
Jacob Cuttler
IN THE UNITED STATES DISTRICT COURT


CORPORATION SECURITIES Case No. 1:22-CV-02541 (TNM)
LITIGATION
DECLARATION OF MADELINE C. PREBIL IN SUPPORT OF DEFENDANTS’

MEMORANDUM IN OPPOSITION TO PLAINTIFF’S MOTION FOR CLASS
CERTIFICATION
I, MADELINE C. PREBIL, ESQ., hereby declare as follows:
1. I am an attorney at the law firm of Williams & Connolly LLP and a member of the
bar of the District of Columbia, admitted in this matter pro hac vice. I am counsel of record in the
above-captioned action representing Defendants Ryan Cohen and RC Ventures LLC. I submit this
declaration in support of Defendants’ Memorandum in Opposition to Plaintiff’s Motion for Class
Certification.
2. Attached as Exhibit 1 is a true and correct copy of the Expert Report of Daniel R.
Fischel dated May 17, 2024.
3. Attached as Exhibit 2 is a true and correct copy of the transcript from the deposition
of David Coti and Bratya SPRL on May 10, 2024 (excerpted).
4. Attached as Exhibit 3 is a true and correct copy of WhatsApp messages produced
by Plaintiff bearing bates stamps BRATYA_000744–000751. Exhibit 3 includes both the as-
produced document in French and a translated version.
1
6. Attached as Exhibit 5 is a true and correct copy of the transcript from the deposition
of Matthew Cain, Ph. D. on April 4, 2024 (excerpted).
7. Attached as Exhibit 6 is a true and correct copy of Bed Bath & Beyond Inc.’s Form
10-Q dated January 6, 2022.
8. Attached as Exhibit 7 is a true and correct copy of Bed Bath & Beyond Inc.’s Form
8-K dated January 6, 2022.
9. Attached as Exhibit 8 is a true and correct copy of Ryan Cohen and RC Ventures
LLC’s Form 13-D dated March 7, 2022.
10. Attached as Exhibit 9 is a true and correct copy of Exhibit 99.1 to Ryan Cohen and
RC Ventures LLC’s Form 13-D dated March 7, 2022.
11. Attached as Exhibit 10 is a true and correct copy of a document produced by
Plaintiff bearing bates stamps BRATYA_000016–000018.
by Plaintiff bearing bates stamp BRATYA_000613. Exhibit 11 includes both the as-produced
document in French and a translated version.
by Plaintiff bearing bates stamp BRATYA_000611. Exhibit 12 includes both the as-produced
document in French and a translated version.
2
16. Attached as Exhibit 15 is a true and correct copy of Bed Bath & Beyond Inc.’s
Form 8-K dated March 24, 2022.
17. Attached as Exhibit 16 is a true and correct copy of Exhibit 99.1 to Bed Bath &
Beyond Inc.’s Form 8-K dated March 24, 2022.
LLC’s Form 13-D, Amendment No. 1 dated March 25, 2022.
Form 8-K dated April 13, 2022.
Form 10-K dated April 21, 2022.
Form 8-K dated June 28, 2022.
Form 8-K dated June 29, 2022.
23. Attached as Exhibit 22 is a true and correct copy of a document produced by Ryan
Cohen bearing bates stamps COHEN0004417–0004421.
3
24. Attached as Exhibit 23 is a true and correct copy of the transcript from the
deposition of Harriet Edelman on April 30, 2024 (excerpted).
deposition of Marjorie Bowen on March 1, 2024 (excerpted).
deposition of Benjamin Rosenzweig on March 20, 2024 (excerpted).
deposition of Shelly Lombard on May 13, 2024 (excerpted).
28. Attached as Exhibit 27 is a true and correct copy of a document produced by Bed,
Bath & Beyond Inc. bearing bates stamp BBB00027788.
29. Attached as Exhibit 28 is a true and correct copy of a document produced by Bed,
Bath & Beyond Inc., control ID number BBB00057454. 1
30. Attached as Exhibit 29 is a true and correct copy of a document produced by Harriet
Edelman bearing bates stamps BBBY_HE_00000049–00000052.
31. Attached as Exhibit 30 is a true and correct copy of a document Plaintiff introduced
as Deposition Exhibit 87 at the deposition of Susie Kim on April 12, 2024.
LLC’s Form 3 dated August 15, 2022.
1
Bed Bath & Beyond Inc. produced many documents without bates stamps. For ease of
reference amongst the parties, this Declaration cites to control ID numbers provided in the
production files when bates stamping was not applied.
4
37. Attached as Exhibit 36 is a true and correct copy of a document Plaintiff introduced
as Deposition Exhibit 82 at the deposition of Susie Kim on April 12, 2024.
LLC’s Form 13-D, Amendment No. 2, dated August 16, 2022.
Cohen bearing bates stamp COHEN0018065.
41. Attached as Exhibit 40 is a true and correct copy of a document produced by JP
Morgan Chase bearing bates stamps JPMC_00000776–00000777.
Morgan Chase bearing bates stamps JPMC_00001999–00002001.
Morgan Chase bearing bates stamp JPMC_00000775.
deposition of Edouard Coti on May 15, 2024 (excerpted).
5
LLC’s Form 13-D, Amendment No. 3, dated August 18, 2022.
LLC’s Form 4, dated August 18, 2022.
47. Attached as Exhibit 46 is a true and correct copy of @RyanCohen, Twitter (Aug.
5, 2022 6:04 PM), https://x.com/ryancohen/status/1555676193071935489?lang=en.
48. Attached as Exhibit 47 is a true and correct copy of r/wallstreetbets, Reddit, BBBY
MEgathread for Wednesday August 17th, 2022 🍉🍉🍉🍉 (Aug. 17, 2022), https://www.reddit.com/
r/wallstreetbets/comments/wqom2k/bbby_megathread_for_wednesday_august_17th_2022/.
deposition of Dr. Matthew D Cain in the litigation In re: Vaxart, Inc. Securities Litigation dated
January 10, 2024. See Doc. 325-2, In re: Vaxart, Inc. Securities Litig., No. 3:20-cv-05949-VC
(N.D. Cal. Mar. 7, 2024).
51. Attached as Exhibit 50 is a true and correct copy of BBBYQ US Equity (Bed Bath
& Beyond Inc.), Bloomberg Professional, BBBY Stock Price Chart, August 15, 2022 (Aug. 15,
2022).
6
53. Attached as Exhibit 52 is a true and correct copy of three Translation Certifications
provided to Defendants by Transperfect Legal dated April 26, 2024 in connection with the
WhatsApp messages attached hereto as Exhibits 3, 4, 11, 12, 13, 14, and 48.
***
I declare under penalty of perjury that the foregoing is true and correct to the best of my
knowledge, information and belief.
Dated: Washington, DC ______________________________

May 17, 2024 Madeline C. Prebil, Esq.

Sell Sell Sell

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Sell Sell Sell

Uploaded by

Copyright:

Available Formats

Case 1:22-cv-02541-TNM Document 117 Filed 05/17/24 Page 1 of 49

IN THE UNITED STATES DISTRICT COURT

IN RE BED BATH & BEYOND

A. Meme Stocks, Shorts, and Squeezes .................................................... 3

B. BBBY, Cohen, and Bratya................................................................... 5

C. Procedural History ............................................................................. 17

I. This Court Should Deny Certification Because Individualized

A. The Basic Presumption Is Unavailable Because Bratya

B. Even if Bratya Could Invoke Basic (It Cannot), the

II. This Court Should Deny Certification Because Bratya Offers No

III. This Court Should Deny Certification Because Bratya Cannot

A. Bratya Is Atypical (and there Is No Typical Class

B. Bratya Is Inadequate .......................................................................... 41

CERTIFICATE OF SERVICE ................................................................................................. 43

Basic Inc. v. Levinson, 485 U.S. 224 (1988).......................................................................... passim

Cammer v. Bloom, 711 F. Supp. 1264 (D.N.J. 1989) ..............................................................23, 24

Comcast Corp. v. Behrend, 569 U.S. 27 (2013) ..................................................................1, 18, 36

Damus v. Nielsen, 313 F. Supp. 3d 317 (D.D.C. 2018) .................................................................37

IBEW Loc. 90 Pension Fund v. Deutsche Bank AG,

In re Fed. Home Loan Mortg. Corp. (Freddie Mac) Sec. Litig.,

In re Jan. 2021 Short Squeeze Trading Litig.,

J.D. v. Azar, 925 F.3d 1291 (D.C. Cir. 2019) ................................................................................41

Krogman v. Sterritt, 202 F.R.D. 467 (N.D. Tex. 2001) ...........................................................23, 24

Livengood Feeds, Inc. v. Merck KGAA (In re Vitamins Antitrust Litig.),

Loftin v. Bande (In re Flag Telecom Holdings, Ltd. Sec. Litig.),

Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338 (2011) ...................................................................18

STATUTES AND RULES

Fed. R. Civ. P. 23(a) ......................................................................................................................41

Fed. R. Civ. P. 23(b) ..........................................................................................1, 17, 18, 19, 33, 36

BBBY: Downgrading to Underperform, Wedbush (Aug. 18, 2022) ........................................12, 25

BBBY: Institutional Ownership Changes in the Third Quarter,

BBBY Makes it a Meme Troika, S3 Analytics (Aug. 17, 2022) .....................................................25

Joshua Mitts, Robert H. Battalio, Jonathan Brogaard, Matthew D. Cain, Lawrence R.

Meme, MERRIAM-WEBSTER (last visited Apr. 19, 2024), https://bit.ly/3wbq2cW ............................3

smell test, much less this Court’s “rigorous analysis.” Id.

Second, damages cannot be resolved on a class-wide basis. The alleged misstatements

example” of a “pump-and-dump scheme.” Second Amended Complaint, ECF No. 66,

A. Meme Stocks, Shorts, and Squeezes

B. BBBY, Cohen, and Bratya

Schedule 13D Ex. 1).

(BRATYA_000623); Ex. 11 (BRATYA_000613). In Bratya’s view at the time it was short on

free money, everyone puts in their minimum wage at robinhood”).

2. In exchange, Cohen agreed to be temporarily bound by a set of customary standstill provisions.

material, nonpublic information. Rather, the Agreement merely memorialized Cohen’s

could be subject to periods of volatility, often fueled by misinformation—or no information at all:

Id. at 19 (emphases added).

Unsurprisingly, given its publicly disclosed struggles, the Company’s then-Chief

departure. Ex. 22 (COHEN0004417) at 3 (scheduling call at 5:00 PM (EST)). Following BBBY’s

Dep.) at 25:1–7; Ex. 26 (Lombard Dep.) at 123:17–21.

8:51 PM), https://x.com/ryancohen/status/1552456736870928384 (4.9K reposts). Zooming out,

x.com/ryancohen/status/1469395426839302145 (19K likes on a tweet stating “I’m cooler online

(or both) to allege Cohen’s August 12 tweet spurred a revolution.

out-of-the-money call options totaling roughly $241,000. Ex. 10 (BRATYA_000018). Bratya

also sold $14,000 of BBBY common stock.

(COHEN0017818); Ex. 35 (COHEN0006606). The Form 3 filing contained no new information

Ex. 3 (BRATYA_000746). Edouard responded, “Yes strong.” Id.

(BRATYA_000746) (stating an article about BBBY’s “unrealistic valuation” “is true”).

(JPMC_00000776). JP Morgan submitted Cohen’s Form 144 via email, Ex. 41

and long call options. Ex. 10 (BRATYA_000016).

2022 RCV Form 4).

Bratya, meanwhile, increased its long position in BBBY. Ex. 10 (BRATYA_000016)

including numerosity, commonality, typicality, and adequacy—and, “[]if applicable[,] the

U.S. 258, 275 (2014) (emphasis omitted).

457 U.S. at 160–61).