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) and Proposal 5 (the Adjournment Proposal) areis considered a routine matters.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 Proposals 2 and 5.Proposal 2. Proposals 1, 3, 4, 5, and 46 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.

TheWe require the affirmative vote of the holders of a majority of the Voting Sharesshares of stock represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) will be required 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.

Proxies,We keep confidential and do not disclose proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed 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/sec-filings.investors.beyond.com/financials/sec-filings.

TheWe make the solicitation is made on behalf of the Company and its Board of Directors.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 common stock Series A-1 Preferred Stock, or Series B Preferred 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 $11,000$64,000 plus reimbursement for reasonable out-of-pocket expenses.

If you would like an additional copy of this Proxy Statement or our Annual Report on2023 Form 10-K, for the fiscal year ended December 31, 2021 (the “2021 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 II directors, each forI director with a three-year term ending in 2025, are Joseph J. Tabacco, Jr., Dr. Robert J. Shapiro,to expire at the 2027 annual meeting of stockholders and Barbara H. Messing.until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal.

The Audit Committee of the Board of Directors has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 20222024 and the effectiveness of our internal controlscontrol over financial reporting as of December 31, 2022.2024. 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, 20212023 and 2020,2022, to audit the effectiveness of our internal control over financial reporting as of December 31, 20212023 and 2020,2022, to review our 20212023 and 20202022 interim financial statements, to perform services in connection with our registration statements, and SEC comment letter responses, 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 $2,512,508$2,058,046 in 20212023 and $2,909,146$2,141,855 in 2020.2022. All audit fees and other fees were pre-approved by the Audit Committee.

KPMG LLP billed us $44,164$54,306 in 20212023 in connection with consent fees for SEC filings and $32,404$15,000 in 20202022 in connection with consent fees 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 as well asand 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 of Directors 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 2022.2024.

Approval of an amendmentPursuant to the AmendedDodd-Frank Wall Street Reform and Restated CertificateConsumer Protection Act and Section 14A of Designationthe 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 Digital Voting Series A-1 Preferred Stock to provide for the automatic conversion into common stock

The Series A-1 Certificate of DesignationSay on Pay Vote is proposed to be amended to provide that each share of Series A-1 Preferred Stockadvisory and, therefore, not binding on the Board or on the Company; however, the Compensation Committee will be automatically converted into 0.90 of a share of common stock, upon effectivenessconsider the outcome of the filingvote when considering future executive compensation arrangements. The last time a say on pay vote was held was at the annual meeting of the Series A-1 Certificate of Amendment with the Delaware Secretary of State.

The Series A-1 Preferred Proposal would cause allaffirmative vote of the issued and outstandingholders of a majority of the shares of Series A-1 Preferred Stockstock present or represented by proxy and voting on the matter (which shares voting affirmatively also constitute at least a majority of the required quorum) is required to convert into common stock. Dueapprove this proposal.

We are asking our stockholders to approve the Series A-1 Preferred Stock comparedDeclassification Amendment to common stock, whichour Current Charter to declassify our Board of Directors by eliminating its three classes and providing for the annual election of directors commencing at the 2025 annual meeting of stockholders.

Our Board of Directors is tradedcommitted to good corporate governance practices. Our Current Charter provides that our Board of Directors is divided into three classes of directors, with only one class elected annually and each class elected to a three-year term. Our Board of Directors recognizes that a classified Board structure may offer several advantages, such as promoting Board stability and continuity, providing a greater opportunity to protect the interests of stockholders in the event of an unsolicited takeover offer and reinforcing a commitment to long-term perspectives and value creation for our stockholders. Our Board also recognizes that a classified structure can be viewed as diminishing directors’ accountability to stockholders because such a structure does not enable stockholders to express a view on each individual director’s performance and on the Nasdaq Global Market,entire board of directors by means of an annual vote. Moreover, many institutional investors consider annual election of directors to be a governance best practice and, the Company’s disposition of a controlling interest in its blockchain businesses and corresponding emphasis on retail,therefore, support declassification. Public companies with classified boards also face increased scrutiny from proxy advisory firms.

Accordingly, our Board believes the conversion of the Series A-1 Preferred Stock into common stockDirectors has unanimously determined, after careful consideration, that it is in the best interests of the Company and our stockholders to amend our Current Charter to provide for the Company’sdeclassification of the Board of Directors. Our Board of Directors has unanimously adopted a resolution approving the Declassification Amendment, declaring its advisability and directing that it be submitted to our stockholders includingfor their consideration and approval at the Annual Meeting.

Under Delaware law, members of a classified board of directors may be removed only for cause unless otherwise provided in the company’s certificate of incorporation. Our Current Charter provides that our directors can be removed only for cause, and only by the affirmative vote of the holders of the Series A-1 Preferred Stock.

If our stockholders dothe Declassification Amendment is not adopt the Series B Preferred Proposal, we will not implement the Series A-1 Preferred Proposal, even if it is approved by our stockholders, then our Board of Directors will remain classified with directors serving staggered, three-year terms. Assuming Ms. Burkey and Mr. Corbus are elected at the Annual Meeting, they will each serve as a Class I director with a term to expire at the 2027 annual meeting of stockholders. In addition, our Current Charter would continue to provide that our directors can be removed only for cause.

The Board of Directors unanimously recommends that the stockholders vote “FOR” the approval of an amendment to the Series A-1 Certificate of Designation and the number of shares of common stock into which each share of Series B Preferred Stock would be converted pursuantCompany’s Current Charter to the proposed amendment to the Series B Certificate of Designation.

The Shares Subject to Outstanding Equity Awards Under the 2005 Plan Table below presents information about the number of shares that were subject to outstanding equity awards under our existing equity plans and the shares remaining available businessfor issuance under the Existing 2005 Plan, each as of March 1, 2024. As of March 1, 2024, the Existing 2005 Plan is the only equity plan under which we have outstanding equity awards or under which we have shares available for grant, other than the Executive Chairman Performance Award. For information about the Executive Chairman Performance Award, please see Proposal 6. As of March 1, 2024, an aggregate of 45,632,494 shares of our common stock were outstanding, and financial informationthe closing price per share of our common stock on the NYSE was $33.58 per share.

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 Houlihan Lokey’s analysesus 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 preferredAdministrator, 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.

The Executive Chairman Performance Award is a nonstatutory stock option granted to Marcus A. Lemonis, our Executive Chairman, on February 20, 2024, subject to stockholder approval. A total of 2,250,000 shares of our common stock, representing approximately 4.94% of the total outstanding shares of our common stock as of February 25, 2022. 20, 2024, are subject to the Executive Chairman Performance Award.

The implied value reference rangesExecutive Chairman Performance Award is granted subject to the Award Agreement and is not awarded under the Company’s 2005 Equity Incentive Plan (the “2005 Plan”).

The Executive Chairman Performance Award consists of three separate tranches that vest only if certain pre-established, rigorous stock were calculated by (i) applying various implied illiquidity discounts, which were based on publicly available studiesprice milestones (each, a “Stock Price Hurdle”) are achieved and option pricing models Houlihan Lokey deemed relevant, toMr. Lemonis satisfies the assumed value of the common stock of $47.73 per share, and (ii) adding the implied present value of future preferred dividends payable on the preferred stock. The implied present value of future preferred dividends payable on the preferred stock was based on the Preferred Stock Dividend Assumptions, which managementcorresponding service-based requirement, as described below. This design ensures Mr. Lemonis’ continued active leadership of the Company advised Houlihan Lokey,in a “Qualifying Position” (as defined below) over the term of the award and directed Houlihan Lokeyencourages Mr. Lemonis to assume, were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the preferred dividends payablefocus his attention on the Series A-1 Preferred Stocktypes of strategic matters that most impact the Company’s long-term growth, profitability, and Series B Preferred Stock.

In the event of a change of control, the successor entity (or its parent or subsidiary) may assume or substitute the Executive Chairman Performance Award. In such event, the Board may take one or more actions with respect to the proposed conversions. Executive Chairman Performance Award, including but not limited to giving Mr. Lemonis a limited period of time to exercise the option, cashing out the award based on the difference between the Change in Control Value and the applicable exercise price, or making adjustments to the award as the Board deems appropriate to reflect the change of control.

The conversion ratios providedExecutive Chairman Performance Award will be administered by our Board. The Board will have the power and authority to construe and interpret the Executive Chairman Performance Award and to adopt such rules for the administration, interpretation and application of the Executive Chairman Performance Award as are consistent therewith and to interpret or revoke any such rules and to make all other determinations deemed necessary or advisable for administering the Option (including, but not limited to, the determination of whether or not any Shares subject to the Executive Chairman Performance Award have vested and whether any change in control occurs), subject in all cases to the Board acting reasonably and in good faith and not acting to materially adversely affect Mr. Lemonis’ rights under the Executive Chairman Performance Award except to prevent diminution or enlargement of the benefits of the Executive Chairman Performance Award.

The Executive Chairman Performance Award will be subject to the Clawback Policy (as defined in the conversions“Compensation Recovery Policy” section) that the Company has adopted pursuant to the NYSE listing standards.

These discussions extensively covered each of the various considerations that were involved in designing the Executive Chairman Performance Award, including, among other things: