Amendment: SEC Form SCHEDULE 13D/A filed by Bed Bath & Beyond Inc.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Person acquired the Delayed Draw Notes (as defined below) for consideration of $20.0 million in connection with the entry into Amendment No. 1 to the A&R Credit Agreement (as defined below) with the Issuer. The Reporting Person used funds from its working capital to fund the acquisition of the Delayed Draw Notes.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On September 15, 2025, the Reporting Person and the Issuer entered into Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement ("Amendment No. 1 to the A&R Credit Agreement"), pursuant to which the Reporting Person agreed provide new delayed-draw term loan commitments in an aggregate original principal amount of $20 million, with such debt evidenced by notes (the "Delayed Draw Notes") convertible into shares of the Issuer's Common Stock in accordance with the terms of the A&R Credit Agreement, as amended. The Delayed Draw Notes can be converted into Common Stock at a price determined at the time of such conversion election, but subject to Nasdaq shareholder approval rules, if applicable. The foregoing description of Amendment No. 1 to the A&R Credit Agreement is not complete and is qualified in its entirety by the full text of such agreement, which is included as an exhibit to this Schedule 13D and is incorporated herein by reference. In connection with entry into Amendment No. 1 to the A&R Credit Agreement, the Issuer also entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement (the "Fourth Amendment") with Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacities, "the Agent"), which amends that certain Third Amended and Restated Credit Agreement dated as of March 31, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "2023 Credit Agreement"). Among other amendments, the Fourth Amendment was entered into to, among other things, adjust the definition of change of control with respect to the Reporting Person by increasing the allowable ownership percentage from 65% to 75%.

Item 5 of the Schedule 13D is hereby amended and restated (a) - (b) Amount beneficially owned: 13,404,280 Percent of Class: 49.8% Number of shares the Reporting Person has: Sole power to vote or direct the vote: 13,404,280 Shared power to vote: 0 Sole power to dispose or direct the disposition of: 13,404,280 Shared power to dispose or direct the disposition of: 0 The share amount reported herein consists of 8,934,465 shares of Common Stock held by the Reporting Person and 4,469,815 shares of Common Stock that the Reporting Person currently has the right to acquire upon conversion of the Notes and the Delayed Draw Notes, which amount represents 19.9% of the shares of Common Stock outstanding as of September 15, 2025. The percentage ownership is based upon 22,461,383 shares of Common Stock outstanding as of September 9, 2025.

None.

None.

Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of Amendment No. 1 to the A&R Credit Agreement and is incorporated herein by reference. Copies of each of the agreements are attached as exhibits to this Schedule 13D and are incorporated herein by reference. Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement dated as of September 15, 2025, by and between Kirkland's Stores, Inc., as Lead Borrower, the Borrowers named therein, the Guarantors named therein, Bed Bath & Beyond, Inc., as Administrative Agent and Collateral Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on September 15, 2025).