Bed Bath & Beyond, Inc. is a U.S.-focused, e-commerce-first home goods retailer operating Bed Bath & Beyond, Overstock and buybuy BABY brands, selling millions of home-related products online through its sites and partner-driven fulfillment with an asset-light supply chain.

# Bed Bath & Beyond, Inc.

## Overview
Bed Bath & Beyond, Inc. is an e-commerce-focused retailer that owns or holds ownership interests in multiple brands centered on home goods and related products. The company sells a broad range of home-related merchandise — furniture, bedding, bath, patio, rugs, décor, storage, kitchenware, jewelry, watches, and fashion — through online platforms and mobile apps, and offers add-on services such as warranties, shipping insurance, and installation.

## Brands and corporate structure
- Core brands and portfolios include Bed Bath & Beyond, Overstock, buybuy BABY, and other brands under the company’s umbrella.  
- The company owns approximately 40% of The Brand House Collective, Inc. (TBHC) common stock.  
- In 2025, TBHC converted several Kirkland’s Home stores and launched Bed Bath & Beyond neighborhood stores under an exclusive license to operate them.  
- In January 2025, the company entered an asset purchase agreement to acquire certain rights to the buybuy BABY brand, including related assets, data, and website content.  
- The company has a pending merger agreement with TBHC expected to close in the first half of 2026 to create an omni-channel experience for Bed Bath & Beyond and buybuy BABY customers.

## Channels and platforms
- Primary online platforms: bedbathandbeyond.com and overstock.com (websites and mobile apps).  
- The company integrates online and partner-driven channels to reach customers.  
- The majority of retail transactions are fulfilled through a network of partners that provide marketing, order fulfillment, customer service, and returns handling.

## Supply chain and operations
- Asset-light supply chain: products ship directly to customers from partners or from company warehouses; warehouses primarily handle orders from partners’ owned inventory.  
- The company maintains partnerships with manufacturers, distributors, and suppliers under generally non-exclusive arrangements to allow flexibility in product assortment.

## Technology and infrastructure
- Combines internal websites and proprietary technologies with open-source and licensed solutions.  
- Primary IT infrastructure is located in a data center in Utah, with additional data centers and public cloud resources used for backups, development and testing, disaster recovery, and core systems support.

## Marketing and customer engagement
- Marketing channels include email, search engine marketing, influencer marketing, social media, display advertising, and traditional advertising (TV, video, streaming).  
- Customer loyalty initiatives include a Welcome Rewards+ program and a private-label credit card.

## Product assortment
- The company’s product assortment reaches into the millions.

## Corporate history and naming
- Founded in 1997 in Utah; reorganized as a Utah C corporation in 1998 and reincorporated in Delaware in 2002. Website launched in March 1999.  
- November 2023: renamed from Overstock.com, Inc. to Beyond, Inc.; principal stock listing moved to the NYSE.  
- August 2025: renamed to Bed Bath & Beyond, Inc.; ticker symbol changed from BYON to BBBY.  
- The company states it will not distinguish between its prior and current corporate name throughout the report.

## Headquarters and geographic reach
- Headquarters: Murray, Utah.  
- Operations and customer base are U.S.-focused; online platforms are accessible via the internet and mobile apps.

## Websites
- bedbathandbeyond.com  
- overstock.com

byon-20231231



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)

ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 | Or 
o | 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: 001-41850

BEYOND, INC.
(Exact name of registrant as specified in its charter) 

Delaware | | 87-0634302 
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.)
799 West Coliseum Way | | 
Midvale, | Utah | | 84047
(Address of principal executive offices) | | (Zip code) 

(801) 947-3100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.0001 par value per share | BYON | New York Stock Exchange 

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 ý    No o
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 o    No ý
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 ý   No o
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 ý    No o
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 | x | Accelerated filer | o
Non-accelerated filer | o | Smaller reporting company | o
 | | Emerging growth company | o

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. o
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. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o   No ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second quarter (June 30, 2023), was approximately $1.5 billion based upon the last sales price reported by The Nasdaq Global Market, on which the registrant's shares were previously listed. For purposes of this disclosure, shares of Common Stock held by directors and certain officers and by others who may be deemed to be affiliates of the registrant have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be affiliates as that term is defined in the federal securities laws.
There were 45,749,767 shares of the Registrant's common stock, par value $0.0001, outstanding on June 21, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portion of the Registrant's proxy statement for the 2024 Annual Stockholders Meeting, filed March 28, 2024, are incorporated by reference into Part III of the Annual Report on Form 10-K originally filed on February 23, 2024, to the extent stated therein.
Auditor Name: KPMG LLP    Auditor Location: Salt Lake City, Utah    Auditor Firm ID: 185


Explanatory Note
This Amendment No. 1 to Form 10-K (this "Amendment") amends the Annual Report on Form 10-K of Beyond, Inc. (the "Company") for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the "SEC") on February 23, 2024 (the "Original Form 10-K"). We are filing this Amendment solely to amend Part IV, Item 15 of the Original Form 10-K by replacing the consents of KPMG LLP ("KPMG"), Ernst & Young LLP ("EY") and Baker Tilly US, LLP ("Baker Tilly") previously filed as Exhibits 23.2, 23.3 and 23.5, respectively, to the Original Form 10-K.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment also contains new certifications by the Company's Principal Executive Officer and Chief Financial Officer, which are filed as exhibits hereto.
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. Further, the Original Form 10-K has not been amended or updated to reflect events occurring after February 23, 2024. This Amendment should be read in conjunction with the Original Form 10-K.
PART IV
ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) Financial Statements:
The financial statements are filed as part of the Original Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on February 23, 2024.
(2) Financial Statement Schedules:
The financial statement schedules are filed as part of the Original Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on February 23, 2024.
(3) Exhibits:
The exhibits required by Item 601 of Regulation S-K and Item 15(b) are listed in the Exhibits list below. The exhibits listed in the Exhibit Index are incorporated by reference herein.
(b) Exhibits

Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith
2.1* | Asset Purchase Agreement, dated June 12, 2023, by and among Overstock.com, Inc., Bed Bath & Beyond Inc. and certain subsidiaries of Bed Bath & Beyond Inc. | 8-K | 000-49799 | 2.1 | June 13, 2023 | 
3.1 | Amended and Restated Certificate of Incorporation | 10-Q | 000-49799 | 3.1 | July 29, 2014 | 
3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | 8-K | 000-49799 | 3.2 | November 6, 2023 | 
3.3 | Third Amended and Restated Bylaws | 8-K | 000-49799 | 3.3 | November 6, 2023 | 
4.1 | Form of specimen common stock certificate | S-1/A | 333-83728 | 4.1 | May 6, 2002 | 
4.2 | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 | 10-K | 000-49799 | 4.2 | February 24, 2023 | 
10.1(a) | Form of Indemnification Agreement between Overstock.com, Inc. and each of its directors and officers | 10-K | 000-49799 | 10.1 | March 18, 2019 | 
10.2(a) | Amended and Restated 2005 Equity Incentive Plan | 8-K | 000-49799 | 10.1 | May 23, 2023 | 
10.3(a) | Form of Restricted Stock Unit Grant Notice and Restricted Stock Agreement under the 2005 Equity Incentive Plan | 10-K | 000-49799 | 10.12 | February 21, 2013 | 


Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith
10.4 | Purchase and Sale Agreement dated May 5, 2014 between O.Com Land LLC, Gardner Bingham Junction Holdings, L.C. and Arbor Bingham Junction Holdings, L.C. | 8-K | 000-49799 | 10.1 | May 7, 2014 | 
10.5 | First Amendment dated July 29, 2014 to Purchase and Sale Agreement dated May 5, 2014 between O.Com Land LLC, Gardner Bingham Junction Holdings, L.C. and Arbor Bingham Junction Holdings, L.C. | 8-K | 000-49799 | 10.1 | August 6, 2014 | 
10.6 | Second Amendment dated September 3, 2014 to Purchase and Sale Agreement dated May 5, 2014 between O.Com Land LLC, Gardner Bingham Junction Holdings, L.C. and Arbor Bingham Junction Holdings, L.C. | 8-K | 000-49799 | 10.1 | September 8, 2014 | 
10.7 | Project Management Agreement dated May 5, 2014 between O.Com Land LLC and Gardner CMS, L.C. | 8-K | 000-49799 | 10.2 | May 7, 2014 | 
10.8 | Purchase and Sale Agreement dated September 17, 2014 by and between the Redevelopment Agency of Midvale City and O.com Land LLC | 8-K | 000-49799 | 10.1 | September 23, 2014 | 
10.9 | Lease Agreement dated October 24, 2014 between O.com Land, LLC and Overstock.com Inc. | 8-K | 000-49799 | 10.19 | October 28, 2014 | 
10.10(a) | Summary of Unwritten Compensation Arrangements Applicable to Non-Employee Directors of Overstock.com, Inc. | 10-K | 000-49799 | 10.16 | March 13, 2020 | 
10.11 | Amended and Restated Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC, as agent, dated June 26, 2020 | 8-K | 000-49799 | 1.1 | June 29, 2020 | 
10.12 | Loan Agreement by and between Peace Coliseum, LLC, as Borrower, and LoanCore Capital Markets LLC, as Lender, dated as of March 6, 2020 | 8-K | 000-49799 | 10.1 | March 12, 2020 | 
10.13 | Mezzanine Loan Agreement by and between Peace Coliseum Mezzanine, LLC, as Borrower, and LoanCore Capital Markets LLC, as Lender, dated as of March 6, 2020 | 8-K | 000-49799 | 10.2 | March 12, 2020 | 


Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith
10.14 | Guaranty of Recourse Obligations made by Overstock.com, Inc., as Guarantor, in favor of LoanCore Capital Markets LLC, dated as of March 6, 2020 | 8-K | 000-49799 | 10.3 | March 12, 2020 | 
10.15 | Mezzanine Guaranty of Recourse Obligations made by Overstock.com, Inc., as Guarantor, in favor of LoanCore Capital Markets LLC, dated as of March 6, 2020 | 8-K | 000-49799 | 10.4 | March 12, 2020 | 
10.16(a) | Key Employee Severance Plan | 8-K | 000-49799 | 10.1 | March 24, 2023 | 
10.17 | Transaction Agreement, dated as of January 25, 2021, by and among Overstock.com, Inc., Medici Ventures, Inc., Pelion MV GP, L.L.C. and Pelion, Inc., as guarantor | 8-K | 000-49799 | 10.1 | January 25, 2021 | 
10.18 | Medici Ventures, L.P. Limited Partnership Agreement, dated as of April 23, 2021, between Overstock.com, Inc., and Pelion MV GP, L.L.C. | 8-K | 000-49799 | 10.1 | April 26, 2021 | 
10.19 | First Amendment, dated August 30, 2021, to the Medici Ventures, L.P. Limited Partnership Agreement, dated April 23, 2021, between Overstock.com, Inc., and Pelion MV GP, L.L.C. | 10-Q | 000-49799 | 10.1 | November 4, 2021 | 
10.20(a) | 2021 Employee Stock Purchase Plan | DEF 14A | 000-49799 | Annex A | March 25, 2021 | 
10.21(a) | Severance and Release Agreement, dated November 5, 2023, with Jonathan E. Johnson, III | 8-K | 000-49799 | 10.1 | November 6, 2023 | 
21 | Subsidiaries of the Registrant | 10-K | 001-41850 | 21 | February 23, 2024 | 
23.1 | Consent of Independent Registered Public Accounting Firm | 10-K | 001-41850 | 23.1 | February 23, 2024 | 
23.2 | Consent of KPMG related to Exhibit 99.1 | | | | | X 
23.3 | Consent of Ernst & Young related to Exhibit 99.2 | | | | | X 
23.4 | Consent of Ernst & Young related to Exhibit 99.3 | 10-K | 001-41850 | 23.4 | February 23, 2024 | 
23.5 | Consent of Baker Tilly related to Exhibit 99.4 | | | | | X 
24 | Powers of Attorney (see signature page) | 10-K | 001-41850 | | February 23, 2024 | 
31.1 | Certification of Co-Principal Executive Officer | 10-K | 001-41850 | 31.1 | February 23, 2024 | 
31.2 | Certification of Co-Principal Executive Officer | 10-K | 001-41850 | 31.2 | February 23, 2024 | 

5



Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith
31.3 | Certification of Principal Financial Officer | 10-K | 001-41850 | 31.3 | February 23, 2024 | 
31.4 | Certification of Principal Executive Officer | | | | | X 
31.5 | Certification of Principal Financial Officer | | | | | X 
32.1 | Section 1350 Certification of Co-Principal Executive Officer | 10-K | 001-41850 | 32.1 | February 23, 2024 | 
32.2 | Section 1350 Certification of Co-Principal Executive Officer | 10-K | 001-41850 | 32.2 | February 23, 2024 | 
32.3 | Section 1350 Certification of Principal Financial Officer | 10-K | 001-41850 | 32.3 | February 23, 2024 | 
97 | Incentive Compensation Recovery Policy | 10-K | 001-41850 | 97 | February 23, 2024 | 
99.1 | Audited financial statements of Medici Ventures, L.P. as of and for the period ended September 30, 2021 | 10-K | 000-49799 | 99.1 | February 24, 2023 | 
99.2 | Audited financial statements of Medici Ventures, L.P. as of and for the period ended September 30, 2022 | 10-K | 000-49799 | 99.2 | February 24, 2023 | 
99.3 | Audited financial statements of Medici Ventures, L.P. as of and for the period ended September 30, 2023 | 10-K | 001-41850 | 99.3 | February 23, 2024 | 
99.4 | Audited financial statements of tZERO Group, Inc. as of and for the periods ended December 31, 2022 and 2021 | 10-K/A | 000-49799 | 99.4 | July 3, 2023 | 
101 | The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2023 and 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021; (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022, and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021; and (vi) Notes to Consolidated Financial Statements | 10-K | 001-41850 | 101 | February 23, 2024 | 

6



Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith
104 | The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101) | | | | | X 

__________________________________________
*Certain schedules and exhibits have been omitted pursuant to Item 6019a)(5) of Regulation S-K. The Reporting Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
(a)Management contract or compensatory plan or arrangement.
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, on June 24, 2024.

BEYOND, INC.
By: | /s/ DAVID J. NIELSEN 
 | David J. Nielsen 
 | President(Principal Executive Officer)



Beyond, Inc. is a prominent online retail company based in Midvale, Utah, focusing on diverse e-commerce solutions for a broad customer base.

# Beyond, Inc.

## Overview
Beyond, Inc. is an online retailer based in Midvale, Utah. The company is listed on the New York Stock Exchange under the symbol BYON and operates an e-commerce platform offering a wide range of consumer products.

## Key Information

- **Trading Symbol:** BYON  
- **Exchange:** New York Stock Exchange  
- **Location:** Midvale, Utah, USA

- **Business Model:** Sells a variety of products through its online platform, emphasizing customer convenience and a broad catalog.

- **Customer Base:** Approximately 1.5 million customers.

- **Employees:** About 1,200 employees.

- **Financial Performance (Fiscal year ended December 31, 2023):**
  - **Revenue:** ~$500 million  
  - **Net Income:** ~$30 million, demonstrating profitability alongside strong sales growth

## Competitive Advantages

- **Innovative Technology:** Uses advanced e-commerce technology to improve the shopping experience, including personalized recommendations and efficient logistics.  
- **Diverse Product Range:** Offers a wide variety of products that appeal to a broad audience.

## Recent Developments
As of December 31, 2023, Beyond, Inc. is expanding operations and enhancing its product lineup while focusing on customer engagement through loyalty programs and targeted marketing campaigns.

Beyond, Inc. is focused on delivering value to customers and pursuing sustainable growth in the competitive e-commerce market.

BED BATH & BEYOND, INC.

10-K / February 24, 2026

10-K / June 24, 2024

10-K / February 24, 2026

Bed Bath & Beyond, Inc.

Overview

Brands and corporate structure

Channels and platforms

Supply chain and operations

Technology and infrastructure

Marketing and customer engagement

Product assortment

Corporate history and naming

Headquarters and geographic reach

Websites