Our Board of Directors (the “Board”) is soliciting proxies for the 20232024 Annual Meeting of Stockholders of Overstock.com,Beyond, Inc. (“Overstock,Beyond,” the “Company,” “we” or “our”), which will be held at 2:12:00 p.m. Mountain Time on May 18, 202321, 2024 (the “Annual Meeting”). The Annual Meeting will be a virtual stockholder meeting conducted via live audio webcast through which you can submit questions and vote online. You can access the Annual Meeting by visitingwww.meetnow.global/MTUWGD5 https://meetnow.global/M7X9UAS and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the meeting.

We have elected to provide access to our proxy materials to our stockholders via the internet. Accordingly, a notice of internet availability of proxy materials has beenwill be mailed to most of our stockholders. Other stockholders have requested and havewill instead receivedreceive paper copies of the proxy materials accessible via the internet. Stockholders who received theThe notice of internet availability of proxy materials cancontains instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, at http://www.overstock.com/proxy or request that we send themincluding this Proxy Statement, our 2023 Form 10-K and a printed set of the proxy materials by following the instructions set forth on the notice of internet availabilityform of proxy materials.card or voting instruction card, as applicable.

Please follow the instructions on the notice of internet availability mailed to you for details on how to request future proxy materials be sent to you electronically by e-mail or in printed form by mail on an ongoing basis. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials or a link to a special website to access our proxy materials. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the proxy materials you need in a timelier manner, will save us the cost of printing and mailing documents to you, and be more environmentally responsible.

Our principal office is located at 799 W. Coliseum Way, Midvale, Utah 84047,We will send or make available to stockholders proxy materials, which include this Proxy Statement, the proxy card, and the 2023 Form 10-K on or about [  ], 2024.

On February 20, 2024, Marcus A. Lemonis was named our telephone number is (801) 947-3100.Executive Chairman of the Board of Directors, Chandra Holt was named our Division CEO, Bed Bath & Beyond, and David J. Nielsen was named our Division CEO, Overstock.

The Board set March 20, 202325, 2024 as the record date for the meeting (“Record Date”). Stockholders who owned shares of our stock at the close of business on the Record Date are entitled to virtually attend and vote at the meeting. Each share is entitled to one vote. At the Record Date, a total of 45,189,875[45,734,750] shares of stock were outstanding and entitled to vote at the meeting. A majority of the outstanding shares of stock present at the meeting or by proxy will constitute a quorum for the transaction of business.

If you were a stockholder as of the close of business on the Record Date and have a control number, you may vote at and ask questions during the meeting by following the instructions available on the virtual meeting website. YouWhether or not you plan to attend the meeting, you may still submit your vote in advance of the meeting via the internet or by telephone or proxy card as instructed in the Proxy Statement and notice of internet availability. If you do not have your control number, you may attend the Annual Meeting as a guest, but you will not have the option to vote your shares during the meeting or ask questions during the virtual meeting.

At our Annual Meeting, stockholders will act upon the matters outlined in the meeting notice provided with this Proxy Statement, including:

Stockholders of record who owned shares of our stock at the close of business on the Record Date may virtually attend and vote at the Annual Meeting. Holders of our stock are entitled to cast one vote for each share of stock held by them on the Record Date. At the Record Date, a total of 45,189,875[45,734,750] shares of stock were outstanding and entitled to vote at the Annual Meeting.

The presence virtually or by proxy of the holders of a majority of the shares of our stock outstanding on the Record Date will be necessary to constitute a quorum for the Annual Meeting.

The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong and reliable internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it, or you may call (888) 724-2416.

TheIf any director nominee should be unable to serve, or for good cause will not serve, the Nominating and Corporate Governance Committee of the Board may select a substitute nominee.nominee or the Board may elect to reduce its size. In that case, if you have submitted your proxy via the internet or by telephone or completed and returned your proxy card or voting instruction card, the proxy holders will have the discretion to vote your shares for the substitute nominee. They cannot vote for more than the two Class III nominees. We have no reason to believe that any of the nominees will be unable to serve if elected.

You may submit your proxy to have your shares voted at the Annual Meeting via the internet or by telephone by following the instructions contained in the notice of internet availability of proxy materials. If you received a printed set of the proxy materials, you may submit your proxy via the internet or by telephone by following the instructions contained on the proxy card that accompanied the printed materials.

Assuming a quorum is present, the matters to come before the Annual Meeting that are listed in the Notice of Annual Meeting of Stockholders require the votes described below to be approved.

Stockholders who hold their shares through a broker or other nominee (in “street name”) must provide specific instructions to their brokers or other nominee as to how to vote their shares, in the manner prescribed by their broker or other nominee. In the absence of instructions, and in accordance with applicable stock exchange rules, brokers and nominees typically have the discretion to vote such shares on routine matters, namelyfor example the ratification of the appointment of auditors, but not on non-routine matters. If a broker or nominee has not received voting instructions from an account holder and does not have discretionary authority to vote shares on a particular item because it is a non-routine matter, a “broker non-vote” occurs.

Proposal 2 (the proposed ratification of our independent registered public accounting firm) is considered a routine matter. A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal 2. Proposals 1, 3, 4, 5, and 56 are considered non-routine and, therefore, brokers cannot vote shares with respect to such proposals with respect to shares that the broker does not receive instructions.

We require the affirmative vote of the holders of a majority of the shares of stock represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) to approve any other matters that may properly come before the meeting, unless a different vote is required by law, by our Certificate of Incorporation, by our bylaws, or applicable law.

We keep confidential and do not disclose proxies, ballots and voting tabulations identifying stockholders except as may be necessary to meet legal requirements.

We willintend to announce preliminary voting results at the meeting. We will also file a Form 8-K with the SEC reporting the results within four business days after the date of the meeting. You can get a copy of that Form 8-K by e-mailing Overstock Investor Relations at ir@overstock.com ir@beyond.com or through the EDGAR system at https://www.sec.gov. You can also get a copy from our website at http:https://investors.overstock.com/financial-information/investors.beyond.com/financials/sec-filings.

We make the solicitation on behalf of the Company and the Board. We will pay the costs of soliciting proxies, including the cost of preparing, posting, and mailing proxy materials. In addition to soliciting stockholders by mail, we will request brokers, banks, and other nominees to solicit their customers who hold shares of our stock in street name. We may reimburse such brokers, banks, and nominees for their reasonable out-of-pocket expenses. We may also use the services of our officers, directors, and employees to solicit proxies, personally or by telephone, mail, facsimile, or email, without additional compensation other than reimbursement for reasonable out-of-pocket expenses. We intend to use the services of Georgeson Inc.LLC in connection with the meeting, including to assist in the distribution of proxy materials and the solicitation of proxies from individual stockholders as well as brokerage firms, fiduciaries, custodians, institutional investors, and other similar organizations representing beneficial owners of shares for the meeting. We anticipate that the costs of such services will be approximately $13,000$64,000 plus reimbursement for reasonable out-of-pocket expenses.

If you would like an additional copy of this Proxy Statement or our 20222023 Form 10-K, these documents are available in digital form for download or review at http:https://www.overstock.com/proxyinvestors.beyond.com/financials/annual-reports. Alternatively, we will promptly send a copy to you at no charge upon request by mail to Overstock.com,Beyond, Inc., Attention: Investor Relations, 799 W. Coliseum Way, Midvale, Utah 84047, or by e-mailing Overstock Investor Relations at ir@overstock.com.ir@beyond.com.

If you have questions about voting or the proposals described in this Proxy Statement, please call Georgeson Inc.,LLC, our proxy solicitor, toll-free at (866) 432-2791.

The nominees for election this year are Joanna C. Burkey and Barclay F. Corbus. At the Annual Meeting, our stockholders will cast their votes for each of Ms. Burkey and Mr. Corbus to be elected (1) if the Declassification Amendment to our Current Charter is approved (as discussed in further detail in Proposal 4), as a director with a term to expire at the 2025 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal, and (2) if the Declassification Amendment is not approved, as a Class III directors, each forI director with a three-year term ending in 2026, are Allison H. Abrahamto expire at the 2027 annual meeting of stockholders and William B. Nettles, Jr.until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal.

Each of Allison H. AbrahamJoanna C. Burkey and William B. Nettles, Jr.Barclay F. Corbus has consented to serve as a three-year term.director if elected at the Annual Meeting. For additional information about each nominee, see “The Board—Information Regarding Director Nominees and Other Directors.”

The Audit Committee of the Board has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 20232024 and the effectiveness of our internal control over financial reporting as of December 31, 2023.2024. KPMG LLP has served as our independent registered public accounting firm since December 2009. Although ratification of the Audit Committee’s selection of KPMG LLP is not required under our bylaws or other legal requirements, we are submitting the appointment of KPMG LLP to the stockholders as a matter of good corporate practice. If the stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider whether to retain KPMG LLP.LLP, and will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2025. Even if the stockholders ratify the selection of KPMG LLP, the Audit Committee may appoint a different independent registered public accounting firm or replace KPMG LLP with a different independent registered public accounting firm at any time if the Audit Committee determines that it is in the best interests of the Company and theits stockholders to do so. Representatives of KPMG LLP are expected to virtually attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they so desire.

KPMG LLP was engaged as our independent registered public accounting firm to audit our financial statements for the years ended December 31, 20222023 and 2021,2022, to audit the effectiveness of our internal control over financial reporting as of December 31, 20222023 and 2021,2022, to review our 20222023 and 20212022 interim financial statements, to perform services in connection with our registration statements, to perform audits of certain subsidiaries in connection with statutory or regulatory filings, and to perform certain accounting consultation services. The aggregate audit fees KPMG LLP billed us for professional services were $2,058,046 in 2023 and $2,141,855 in 2022 and $2,512,508 in 2021.2022. All audit fees and other fees were pre-approved by the Audit Committee.

KPMG LLP billed us $54,306 in 2023 in connection with consent fees for SEC filings and $15,000 in 2022 in connection with consent fees for our 401(k) employee benefit plan and $44,164 in 2021 for the audits of our 401(k) employee benefit plan and other accounting consultation services.plan.

The Audit Committee has considered the role of KPMG LLP in providing us with the services described above and has concluded that those services were compatible with the independence of KPMG LLP from management and from the Company.

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) which sets forth the procedures and the conditions pursuant to which all services to be performed by the independent registered public accounting firm are required to be pre-approved. Under the Policy, proposed services either may be pre-approved by agreeing to a framework with descriptions of allowable services with the Audit Committee (“general pre-approval”) or require the specific pre-approval of the Audit Committee (“specific pre-approval”). Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm.

The Policy describes the Audit, Audit-related, Tax, and All Other Services that are subject to the general pre-approval of the Audit Committee. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm that are subject to general pre-approval. Under the Policy, the Audit Committee may delegate either type of pre-approval authority to its chairperson or any other member or members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next meeting. The Policy does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

The annual audit services engagement scope and terms are subject to the general pre-approval of the Audit Committee. Audit services include the annual financial statement audit (including required interim reviews performed in accordance with applicable standards) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements and annual financial statement audits of certain subsidiaries in connection with statutory or regulatory filings. Audit services also include the attestation engagement for the independent registered public accounting firm’s audit of the effectiveness of internal control over financial reporting. The Policy provides that the Audit Committee will monitor the audit services engagement throughout the year and will also approve, if necessary, any changes in terms and conditions resulting from changes in audit scope or other items. The Policy provides for Audit Committee pre-approval of specific audit services outside the engagement scope.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent registered public accounting firm. Under the Policy, the Audit Committee grants general pre-approval for audit-related services.

Under the Policy, the Audit Committee may grant general pre-approval for specific tax compliance, planning and advice services to be provided by the independent registered public accounting firm, that the Audit Committee has reviewed and believes would not impair the independence of the independent registered public accounting firm, and that are consistent with the SEC’s rules on auditor independence. Tax services to be performed by our independent registered public accounting firm must be specifically approved by the Audit Committee.

Under the Policy, the Audit Committee may grant pre-approval for specific permissible non-audit services classified as All Other Services that it believes are routine and recurring services, would not impair the independence of the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence. Services permissible under applicable rules but not specifically approved in the Policy require further specific pre-approval by the Audit Committee.

Under the Policy, each year the Chief Financial Officer and our independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit, audit-related, tax, and other non-audit services that are subject to pre-approval. This schedule provides a description of each type of service that is subject to pre-approval and, where possible, provides projected fees (or a range of projected fees) for each service. The Audit Committee reviews and approves the types of services and reviews the projected fees for the next fiscal year. Any changes to the fee amounts listed in the schedule are subject to further specific approval of the Audit Committee. The Policy prohibits the independent registered public accounting firm from commencing any project not described in the schedule approved by the Audit Committee until specific approval has been given.

The Audit Committee and the Board unanimously recommend that the stockholders vote “FOR” Proposal 2—Ratificationthe ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023.2024.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (the “Named Executive Officers” or “NEOs”).

Our executive compensation is discussed in further detail below under the caption “Compensation Discussion and Analysis” which, together with the sections following the Compensation Discussion and Analysis, include information about the fiscal year 20222023 compensation of our NEOs and a discussion of actions regarding executive compensation that were taken after December 31, 2022.2023.

We are asking our stockholders to indicate their support for the compensation of our NEOs, as described in this Proxy Statement. This proposal, commonly known as a “say on pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at our Annual Meeting:

The Say on Pay Vote is advisory and, therefore, not binding on the Board or on the Company; however, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. In prior years, we have held the say on pay vote at a frequency of every three years. However, Proposal 4 proposes that the Company adjust the frequency to every year. The last time a say on pay vote was held was at the annual meeting of stockholders in 2020,2023, in which 82.4%93.8% of our shareholdersstockholders voted to approve the compensation paid by the Company to its NEOs. IfAt the 2023 annual meeting, the “EVERY YEAR” selection in Proposal 4 receivesreceived the highest number of votes from our stockholders as the recommended frequency of future say on pay votes. The Board expects to follow the stockholder vote and hold the next advisory say on pay vote at the annual meeting of stockholders in 2024.2025.

The Board unanimously recommends athat the stockholders vote “FOR” the approval, of Proposal 3—theon an advisory approval(non-binding) basis, of the compensation paid by the Company to our NEOs.

At the Annual Meeting, stockholders will be asked to obtain stockholder approval ofapprove an amendment (the “Amendment”“2005 Plan Amendment”) to our Amended and Restated 2005 Equity Incentive Plan (the “2005“Existing 2005 Plan”) to among other items, increase the maximum numberper participant annual limit on grants of shares available for use in granting awards thereunder by 2,755,000performance shares from 289,568100,000 performance shares to 3,044,568250,000 performance shares.

As discussed in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, our 2024 executive compensation program implements new long-term incentive awards to directly tie a substantial portion of the Boardcompensation of Directorsour executive officers with the achievement of key Company performance metrics and the creation of long-term stockholder value in the form of stock price appreciation. To that end, in 2024, the long-term incentive awards granted to our executive officers (other than our Executive Chairman) were granted solely in the form of performance shares to reflect this increased emphasis on pay-for-performance. Effective February 20, 2024, we granted David Nielsen, our Division Chief Executive Officer, Overstock, a total of 200,000 performance shares, and we granted Adrianne Lee, our Chief Financial & Administrative Officer, a total of 120,000 performance shares, with 75% of the award tied to achievement of specified stock price hurdles and 25% of the award tied to annual net revenue objectives over a three-year performance period. Each performance share is a unit that represents the right to receive one share of our common stock. Of these awards, 100,000 of the performance shares granted to Mr. Nielsen (consisting of the net revenue performance shares and the performance shares tied to the $60.00 stock price hurdle), and 20,000 of the net revenue performance shares granted to Ms. Lee (consisting of the portion of such award tied to 2025 and 2026 performance) (together, the “Contingent Performance Shares”) exceed our current per participant annual limit on awards of performance shares under the Existing 2005 Plan, and are subject to stockholder approval of the 2005 Plan Amendment at the Annual Meeting. If we do not obtain requisite stockholder approval of the 2005 Plan Amendment as described herein, the Contingent Performance Shares granted to Mr. Nielsen and Ms. Lee will be automatically forfeited.

In general, shareholder approval of Proposal 5—Votethe 2005 Plan Amendment is necessary in order for us to approve an amendment tocomply with the Company’s Amended and Restatedterms of the Existing 2005 Equity Incentive Plan.

The material features of the Amended and Restated 2005 Equity Incentive Plan as amended by the Amendment (the “Amended 2005 Plan”) are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the AmendedExisting 2005 Plan, which is filed as Exhibit 10.2 to our 2023 Form 10-K and the 2005 Plan Amendment, the full text of which is included as Annex AB hereto and incorporated herein by reference. Capitalized terms used herein and not defined shall have the meanings set forth in the AmendedExisting 2005 Plan.

The shares of stock covered by the Amended 2005 Plan may be authorized but unissued shares, or reacquired shares. To the extent that an award terminates, expires, or lapses for any reason, or an award is settled in cash without delivery of shares to the participant, any shares subject to the award may be used again for new grants under the Amended 2005 Plan. However, the full number of SARs granted that are to be settled in shares of stock will count against the number of shares available for awards under the Amended 2005 Plan, regardless of how many shares are actually issued upon settlement of the SARs. Any shares surrendered or withheld to satisfy the exercise price of an option or withheld to satisfy minimum tax withholding obligations will count against the number of shares available for award under the Amended 2005 Plan. No fractional shares may be issued under the Amended 2005 Plan.

Unless otherwise stated in the restricted stock agreement, a holder of restricted stock will have the rights and privileges of a stockholder, including the right to vote. Dividends on restricted stock may be currently paid to the holder or held by us until the restrictions on the shares are released. A holder of RSUs will not be a stockholder until the shares are issued, and until such time, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares. However, at the discretion of the Administrator, and only to the extent set forth in the applicable award agreement, restricted stock and RSUs may be credited with cash distributions and stock dividends paid by the Company in respect of shares of stock. At the discretion of the Administrator, dividend equivalents may be either currently paid to the award holder on the day on which the corresponding dividend is paid to stockholders or withheld by the Company on the participant’s account, plus any interest determined by the Administrator. Dividend equivalents credited to a participant’s account and attributable to restricted stock or RSUs (and earnings thereon, if applicable) shall be distributed in cash or, at the discretion of the Administrator, in shares of stock having a fair market value equal to the amount of such dividend equivalents and earnings to the participant upon the release of restrictions or settlement of such restricted stock or RSU, as applicable. If restricted stock or RSUs are forfeited, the participant shall have no right to the dividend equivalents.

Each grant of restricted stock and RSU grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator shall determine; provided, however, that if the restricted stock or RSU grant has a purchase price, the purchase price must be paid no more than ten (10) years following the date of grant.