NEIGHBORHOOD INTELLIGENCE, INC.

2024 Annual Meeting of Stockholders

To Be Held at 12:00 p.m. Mountain Time on May 21, 2024

General

Our Board of Directors (the “Board”) is soliciting proxies for the 2024 Annual Meeting of Stockholders of Beyond, Inc. (“Beyond,” the “Company,” “we” or “our”), which will be held at 12:00 p.m. Mountain Time on May 21, 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 visiting 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 will be mailed to most of our stockholders. Other stockholders have requested and will instead receive paper copies of the proxy materials accessible via the internet. The notice of internet availability of proxy materials contains 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, including this Proxy Statement, our 2023 Form 10-K and a form of proxy 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.

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 April 1, 2024.

Chief Executive Officers

The Company had two Chief Executive Officers (“CEO’s”) during 2023: Jonathan E. Johnson III, who served as CEO through November 6, 2023, and David J. Nielsen, who served as interim CEO from November 6, 2023 until February, 20, 2024.

On February 20, 2024, Marcus A. Lemonis was named our Executive Chairman of the Board of Directors, Chandra R. Holt was named our Division CEO, Bed Bath & Beyond, and David J. Nielsen was named our Division CEO, Overstock.

Corporate Name Change and Stock Exchange Listing Transfer

Effective November 6, 2023, we changed our corporate name from Overstock.com, Inc. to Beyond, Inc. Concurrently, with this corporate name change, we transferred the listing of our common stock from the Nasdaq Global Market to the New York Stock Exchange (“NYSE”), and changed our ticker symbol from OSTK to BYON. Following this corporate name change, we continued to operate our furniture and home furnishings ecommerce business under the Bed Bath & Beyond brand. The corporate name change followed our June 28, 2023 acquisition of the Bed Bath & Beyond brand and associated intellectual property.

Record Date and Voting Securities

The Board set March 25, 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 45,733,478 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. Whether 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 meeting.

Attendance and Participation

To access the virtual meeting please visit https://meetnow.global/M7X9UAS. To login to the virtual meeting, you have two options: Join as a “Guest” or as a “Stockholder”. If you join as a “Stockholder” you will be required to enter a control number. Your control number can be found on your proxy card, voter instruction form, or notice of internet availability mailed to you. We will provide closed captioning for the duration of the virtual meeting. We will make available for inspection the list of our registered stockholders entitled to vote at the Annual Meeting for at least 10 days prior to the Annual Meeting at the Company’s principal place of business located at 799 W. Coliseum Way, Midvale, Utah 84047.

If you encounter any technical difficulties with the virtual meeting website on the meeting day during either the check-in or the meeting itself, please call the technical support number at (781) 575-2748 or toll-free at (888) 724-2416. The technical support number will also be posted on the virtual meeting website.

Questions and Answers about the Annual Meeting and