[10-Q] Beyond, Inc. Quarterly Earnings Report

Q: How many TE Connectivity (TEL) shares did EVP John S. Jenkins sell?

He sold 45,850 common shares on 28 Jul 2025.

Q: What was the average sale price for the TEL shares?

Weighted-average prices were $209.94 for 7,918 shares and $209.21 for 37,932 shares.

Q: How many TEL shares does Jenkins now own?

His direct beneficial ownership stands at 24,625 shares after the transactions.

Q: What was the option exercise price?

The stock options were exercised at $105.86 per share.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

TE Connectivity plc (TEL) – Form 4 insider transaction

EVP & General Counsel John S. Jenkins exercised 45,850 stock options at an exercise price of $105.86 on 28 Jul 2025, immediately selling the identical number of common shares in two open-market trades:

7,918 shares sold at a weighted-average $209.94
37,932 shares sold at a weighted-average $209.21

Estimated gross proceeds total ≈ $9.6 million. Following the transactions, Jenkins’ direct beneficial ownership fell from 70,475 to 24,625 shares (-65%), signalling a substantial reduction in personal exposure to TEL equity. No derivative securities remain outstanding under the exercised grant (expiring 9 Nov 2030). No other insider trades or company financial metrics were disclosed in this filing.

Positive

None.

Negative

Executive sells 100% of shares acquired via option exercise, cutting personal stake by ~65%, which can be interpreted as reduced long-term confidence.
Gross proceeds of ≈ $9.6 m realised; scale of sale may pressure short-term sentiment toward TEL.

Insights

TL;DR: Large option exercise coupled with full share sale; insider ownership drops materially, typically a bearish signal.

The EVP & General Counsel monetised an entire 45,850-share option block, netting roughly $9.6 m at a 97% spread to strike. Because every exercised share was sold the same day, the transaction resembles a cashless exercise rather than a vote of confidence. Post-sale holdings decline ~65% to 24.6k shares, reducing alignment with outside shareholders. While single-insider sales don’t always foreshadow performance, the size and leadership level make this moderately negative for sentiment. There is no indication of a pre-arranged Rule 10b5-1 plan, increasing perceived discretion. Overall impact: limited to sentiment—not fundamentals—but worth monitoring for additional insider activity.

07/29/2025 - 05:10 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			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 Number)

433 W. Ascension Way, 3rd Floor

Murray

Utah

84123

(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

BYON

New York Stock Exchange

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 ☒ No ☐

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 ☒ No ☐

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	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

57,405,976 shares of the registrant's common stock, par value $0.0001, were outstanding on July 25, 2025.

Table of Contents

BEYOND, INC.

TABLE OF CONTENTS TO QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended June 30, 2025


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Loss	7
	Consolidated Statements of Changes in Stockholders' Equity	8
	Consolidated Statements of Cash Flows	10
	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	33

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

Signatures		37

Table of Contents

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the information incorporated herein by reference, and our other public documents and statements our officers and representatives may make from time to time, contain forward-looking statements within the meaning of the federal securities laws. These statements are intended to be covered by the safe harbor provisions of these laws. You can find many of these statements by looking for words such as "may," "would," "could," "should," "will," "expect," "anticipate," "predict," "project," "potential," "continue," "contemplate," "seek," "assume," "believe," "intend," "plan," "forecast," "goal," "estimate," or other similar terms or expressions or the negative of these terms or expressions, although not all forward-looking statements contain these identifying terms or expressions.

These forward-looking statements involve known and unknown risks and uncertainties and relate to future events or our future financial or operating performance. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and business, and on management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to assumptions, risks, uncertainties, and other important factors that are difficult to predict, and that actual results and outcomes may be materially different from the results, performance, achievements, or outcomes expressed or implied by any of our forward-looking statements for a variety of reasons, including among others:

•We depend on third-party companies to perform functions critical to our business, and any failure or increased cost on their part could have a material adverse effect on our business.

•We face intense competition and may not be able to compete successfully against existing or future competitors.

•We may not timely identify or effectively respond to consumer needs, expectations or trends, which could adversely affect our relationship with our customers, the demand for our products and services, and our market share.

•Our business depends on effective marketing, including marketing via email, search engine marketing, influencer marketing, and social media marketing. Our competitors have and may continue to cause us to increase our marketing costs and decrease certain other types of marketing, and have and may continue to outspend us on marketing or be more efficient in their spend.

•Economic factors, including recessions, other economic downturns, inflation, our exposure to the U.S. housing market, and decreases in consumer spending, have affected and could continue to adversely affect us.

•Trade policies or restrictions, import and export policies, tariffs, bans, or other measures or events and related macroeconomic effects.

•Our changing business model and use of the Overstock brand, Bed Bath & Beyond brand, buybuy BABY brand, and other brands of ours, could negatively impact our business.

•The changing job market, the changes in our leadership team, the change in our compensation approach, changing job structures, or any inability to attract, retain and engage key personnel could affect our ability to successfully grow our business.

•We rely upon paid and natural search engines to rank our product offerings, and our financial results may suffer if we are unable to maintain our prior rankings in natural searches.

•If we are not profitable and/or are unable to generate sufficient positive cash flow from operations, our ability to continue in business will depend on our ability to raise additional capital, obtain financing or monetize significant assets, and we may be unable to do so.

•Our business depends on the Internet, our infrastructure and transaction-processing systems, and catastrophic events could adversely affect our operating results.

•Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us, our vendors or our business partners to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

•If we or our third-party providers experience cyberattacks or data security incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, which would materially adversely affect our business, results of operations, and financial condition.

•Failure to comply with, or changes in, laws, regulations and enforcement activities may adversely affect the products, services and markets in which we operate.

•From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.

•Damage to our reputation or brand image could adversely affect our sales and results of operations.

Table of Contents

•If we do not successfully optimize and operate shipping operations or customer service operations, our business could be harmed.

•If we fail to effectively utilize technological advancements, including in artificial intelligence, our business and financial performance could be negatively impacted.

•Global conflict could negatively impact our business, results of operations, and financial condition.

•Product safety and quality concerns could have a material adverse impact on our revenue and profitability.

•We depend on our suppliers' and fulfillment partners' representations regarding product safety, content and quality, product compliance with various laws and regulations, including registration and/or reporting obligations, and for proper labeling of products.

•We have an evolving business model, which increases the complexity of our business.

•Investment in new business strategies, acquisitions, dispositions, partnerships, or other transactions could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, reputation, results of operations and financial condition.

In evaluating all forward-looking statements, you should specifically consider the risks outlined above and in this report and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on April 29, 2025, especially under the headings "Special Cautionary Note Regarding Forward-Looking Statements," "Summary of Risk Factors," "Risk Factors," "Legal Proceedings," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors may cause our actual results and outcomes to differ materially from those contemplated by any forward-looking statement. Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot guarantee or offer any assurance of future results, levels of activity, performance or achievements or other future events. Our forward-looking statements contained in this report speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report or any changes in our expectations or any change in any events, conditions or circumstances on which any of our forward-looking statements are based.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)


Beyond, Inc. Consolidated Balance Sheets (Unaudited) (in thousands, except per share data)
	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	120,553	$	159,169
Restricted cash	26,978		26,924

Accounts receivable, net of allowance for credit losses of $2,714 and $2,236	23,347		15,847

Inventories	8,410		11,546
Prepaids and other current assets	16,567		14,021
Total current assets	195,855		227,507
Property and equipment, net	16,461		23,544

Intangible assets, net	32,576		30,246
Goodwill	6,160		6,160
Equity securities, including securities measured at fair value of $24,067 and $21,640	71,619		78,186
Operating lease right-of-use assets	5,762		6,858
Other long-term assets, net	29,639		29,453

Total assets	$	358,072	$	401,954
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	111,414	$	81,939
Accrued liabilities	47,090		73,614
Unearned revenue	37,662		43,095
Operating lease liabilities, current	811		1,342
Short-term debt, net	18,461		24,871

Total current liabilities	215,438		224,861

Operating lease liabilities, non-current	6,095		6,452
Other long-term liabilities	5,334		7,909

Total liabilities	226,867		239,222
Commitments and contingencies (Note 9)



Stockholders' equity:
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none	—		—


Common stock, $0.0001 par value, authorized shares - 100,000
Issued shares - 64,322 and 59,560
Outstanding shares - 57,405 and 53,069	6		5
Additional paid-in capital	1,102,079		1,072,869
Accumulated deficit	(799,691)		(740,466)

Treasury stock at cost - 6,917 and 6,491	(171,526)		(169,676)
Equity attributable to stockholders of Beyond, Inc.	130,868		162,732
Equity attributable to noncontrolling interests	337		—
Total stockholders' equity	131,205		162,732
Total liabilities and stockholders' equity	$	358,072	$	401,954

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net revenue	$	282,251	$	398,104	$	513,999	$	780,385
Cost of goods sold	215,282		317,936		388,898		625,858
Gross profit	66,969		80,168		125,101		154,527
Operating expenses
Sales and marketing	38,209		66,290		69,499		134,196
Technology	23,221		27,342		49,939		56,923
General and administrative	14,088		18,531		28,402		38,985
Customer service and merchant fees	9,331		15,006		18,688		28,949

Total operating expenses	84,849		127,169		166,528		259,053
Operating loss	(17,880)		(47,001)		(41,427)		(104,526)
Interest income, net	889		2,309		1,651		5,026
Other income (expense), net	(2,035)		2,231		(18,968)		(16,560)
Loss before income taxes	(19,026)		(42,461)		(58,744)		(116,060)
Provision for income taxes	287		117		481		446
Consolidated net loss	(19,313)		(42,578)		(59,225)		(116,506)
Less: Net loss attributable to noncontrolling interests	—		—		—		—
Net loss attributable to stockholders of Beyond, Inc.	$	(19,313)	$	(42,578)	$	(59,225)	$	(116,506)
Net loss per share of common stock:

Basic	$	(0.34)	$	(0.93)	$	(1.07)	$	(2.55)


Diluted	$	(0.34)	$	(0.93)	$	(1.07)	$	(2.55)

Weighted average shares of common stock outstanding:
Basic	57,503		45,742		55,593		45,665
Diluted	57,503		45,742		55,593		45,665

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc.

Consolidated Statements of Comprehensive Loss (Unaudited)

(in thousands)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Consolidated net loss	$	(19,313)	$	(42,578)	$	(59,225)	$	(116,506)
Other comprehensive income
Unrealized gain on cash flow hedges, net of expense for taxes of $0, $0, $0, and $0	—		4		—		8
Other comprehensive income	—		4		—		8
Comprehensive loss	(19,313)		(42,574)		(59,225)		(116,498)
Less: Comprehensive loss attributable to noncontrolling interests	—		—		—		—
Comprehensive loss attributable to stockholders of Beyond, Inc.	$	(19,313)	$	(42,574)	$	(59,225)	$	(116,498)

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc. Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands)
	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Equity attributable to stockholders of Beyond, Inc.
Shares of common stock issued
Balance at beginning of period	63,413		52,210		59,560		51,770
Common stock issued upon vesting of restricted stock	64		20		339		404
Common stock issued for ESPP purchases	—		—		91		56


Common stock sold through offerings	845		—		4,332		—

Balance at end of period	64,322		52,230		64,322		52,230
Shares of treasury stock
Balance at beginning of period	6,581		6,477		6,491		6,356

Repurchases of common stock	333		—		333		—
Tax withholding upon vesting of employee stock awards	3		3		93		124

Balance at end of period	6,917		6,480		6,917		6,480
Total shares of common stock outstanding	57,405		45,750		57,405		45,750
Common stock
Balance at beginning of period	$	6	$	5	$	5	$	5

Common stock sold through offerings	—		—		1		—
Balance at end of period	$	6	$	5	$	6	$	5























Additional paid-in capital
Balance at beginning of period	$	1,093,943	$	1,013,360	$	1,072,869	$	1,007,649
Stock-based compensation to employees and directors	3,386		5,259		4,480		10,035
Common stock issued for ESPP purchases	—		—		509		935

Common stock sold through offerings, net	4,750		—		24,221		—





Balance at end of period	$	1,102,079	$	1,018,619	$	1,102,079	$	1,018,619
Accumulated deficit
Balance at beginning of period	$	(780,378)	$	(555,599)	$	(740,466)	$	(481,671)

Net loss attributable to stockholders of Beyond, Inc.	(19,313)		(42,578)		(59,225)		(116,506)



Balance at end of period	$	(799,691)	$	(598,177)	$	(799,691)	$	(598,177)




Accumulated other comprehensive loss
Balance at beginning of period	$	—	$	(502)	$	—	$	(506)
Net other comprehensive income	—		4		—		8
Balance at end of period	$	—	$	(498)	$	—	$	(498)
Treasury stock
Balance at beginning of period	$	(170,203)	$	(169,517)	$	(169,676)	$	(166,345)
Repurchases of common stock	(1,311)		—		(1,311)		—
Tax withholding upon vesting of employee stock awards	(12)		(78)		(539)		(3,250)


Balance at end of period	$	(171,526)	$	(169,595)	$	(171,526)	$	(169,595)
Total equity attributable to stockholders of Beyond, Inc.	$	130,868	$	250,354	$	130,868	$	250,354

Continued on the following page

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Beyond, Inc. Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands)
	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Equity attributable to noncontrolling interests
Balance at beginning of period	$	—	$	—	$	—	$	—
Proceeds from security token offering, net	337		—		337		—



Net loss attributable to noncontrolling interests	—		—		—		—



Total equity attributable to noncontrolling interests	$	337	$	—	$	337	$	—

Total stockholders' equity	$	131,205	$	250,354	$	131,205	$	250,354

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)
	Six months ended June 30,
	2025		2024
Cash flows from operating activities:
Consolidated net loss	$	(59,225)	$	(116,506)

Adjustments to reconcile consolidated net loss to net cash used in operating activities:
Depreciation and amortization	8,924		8,355


Non-cash operating lease cost	1,096		1,491
Stock-based compensation to employees and directors	4,480		10,035




Gain on sale of intangible assets	(5,790)		(10,250)




Loss from equity method securities	23,649		26,206




Other non-cash adjustments	1,545		(85)
Changes in operating assets and liabilities:
Accounts receivable, net	(2,500)		726
Inventories	3,136		941
Prepaids and other current assets	(1,748)		(182)
Other long-term assets, net	(554)		132
Accounts payable	29,368		(14,897)
Accrued liabilities	(28,477)		(12,537)
Unearned revenue	(5,433)		(1,791)
Operating lease liabilities	(888)		(1,575)
Other long-term liabilities	(2,675)		(565)


Net cash used in operating activities	(35,092)		(110,502)
Cash flows from investing activities:
Purchase of equity securities	(8,000)		—
Disbursement for notes receivable	(5,232)		—


Purchase of intangible assets	(5,214)		(6,160)



Expenditures for property and equipment	(2,994)		(7,951)
Proceeds from the sale of intangible assets	1,250		10,250
Other investing activities, net	2		553


Net cash used in investing activities	(20,188)		(3,308)




Cash flows from financing activities:

Proceeds from sale of common stock, net of offering costs	24,222		—
Payments on short-term debt	(6,500)		—








Repurchase of shares	(1,311)		—

Payments of taxes withheld upon vesting of employee stock awards	(539)		(3,250)

Other financing activities, net	846		653


Net cash provided by (used in) financing activities	16,718		(2,597)
Net decrease in cash, cash equivalents, and restricted cash	(38,562)		(116,407)
Cash, cash equivalents, and restricted cash, beginning of period	186,093		302,749


Cash, cash equivalents, and restricted cash, end of period	$	147,531	$	186,342

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc.

Notes to Unaudited Consolidated Financial Statements

1. DESCRIPTION OF BUSINESS

As used herein, "Beyond," "the Company," "we," "our" and similar terms include Beyond, Inc. and its controlled subsidiaries, unless the context indicates otherwise.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company has prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to the Company's significant accounting policies disclosed in Note 2—Accounting Policies and Supplemental Disclosures, included in Part II, Item 8, Financial Statements and Supplementary Data, of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, except as disclosed below.

The accompanying unaudited consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries and other subsidiaries for which the Company exercises control, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the Company's opinion, necessary for a fair presentation of results for the interim periods presented. All intercompany account balances and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors.

Use of estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the Company's consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, loyalty program reward point and gift card breakage, sales returns, inventory valuation, asset useful lives, equity and debt securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Although these estimates are based on the Company's best knowledge of current events and actions that the Company may undertake in the future, the accounting of these estimates may change from period to period. To the extent there are differences between these estimates and actual results, the Company's consolidated financial statements may be materially affected.

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Noncontrolling interests

In April 2025, the Company's controlled subsidiary, Commercial Strategies, Inc. ("Commercial Strategies"), launched a crowdfunding offering (the "token offering") of the right to acquire a tokenized digital security linked to Overstock intellectual property and eligible for future dividends, if any, from the licensing revenue that Commercial Strategies earns from the Overstock intellectual property. The token offering closed on May 16, 2025, and Commercial Strategies issued the tokenized digital security in the form of Series A Preferred Stock. The holders of the preferred shares will be entitled to receive, out of funds and assets legally available therefor, an annual dividend that is derived from the royalty fee paid by Beyond, Inc. to Commercial Strategies for licensing of the Overstock intellectual property. The holders of the preferred stock have no voting rights. At June 30, 2025, cumulative proceeds from the token offering totaled $467,000, have been classified as a component of noncontrolling interest within the consolidated financial statements. As of June 30, 2025, Commercial Strategies has incurred $106,000 of offering costs associated with the token offering that are classified as a reduction in proceeds within noncontrolling interest within the consolidated financial statements.

Debt securities carried at fair value

On May 7, 2025, the Company entered into an Amended and Restated Term Loan Credit Agreement (the "Amended and Restated Credit Agreement"), which amended and restated the secured Term Loan Credit Agreement ("Existing Credit Agreement") entered on October 21, 2024 and pursuant to which the Company provided Kirkland's Inc. ("Kirkland's) with an additional term loan in an approximate aggregate original principal amount of $5.2 million (the "Additional Term Loan") and obligations arising under the Existing Credit Agreement in the aggregate amount of $8.5 million were rolled into the Amended and Restated Credit Agreement as obligations thereunder. The Amended and Restated Credit Agreement also provides the Company the right to convert the outstanding loans owing under the Amended and Restated Credit Agreement into shares of Kirkland's common stock at a price equal to the closing price on the Nasdaq Stock Market LLC ("Nasdaq") on the day prior to the date on which a conversion election is made, up to a number of shares equal to 19.90% of the outstanding shares of Kirkland's common stock on the date the Amended and Restated Credit Agreement was entered into, and up to a greater number of shares subject to Nasdaq shareholder approval rules. Beyond is restricted from holding 65% of outstanding or more of Kirkland's' issued shares for so long as any obligations remain outstanding under Kirkland's' credit agreement with its senior lender, Bank of America, N.A.

As a result of the Amended and Restated Credit Agreement, the Company remeasured the $8.5 million term loan at fair value as of May 12, 2025, and recorded an unrealized loss of $406,000 which is recorded in Other income (expense), net in the consolidated statements of operations.

Recently issued accounting standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU will result in the Company including the additional required disclosures when adopted and does not otherwise have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. This ASU will result in the Company including the additional required disclosures when adopted and does not otherwise have a material impact on the Company's consolidated financial statements.

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3. FAIR VALUE MEASUREMENT

The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands):


	Fair Value Measurements at June 30, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents—Money market funds	$	22,256	$	22,256	$	—	$	—
Equity securities, at fair value	24,067		9,649		—		14,418
Available-for-sale debt securities (1)	10,989		—		—		10,989
Debt securities, at fair value (1)	11,769		—		—		11,769

Total assets	$	69,081	$	31,905	$	—	$	37,176


	Fair Value Measurements at December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents—Money market funds	$	21,799	$	21,799	$	—	$	—
Equity securities, at fair value	21,640		—		—		21,640
Available-for-sale debt securities (1)	10,985		—		—		10,985
Debt securities, at fair value (1)	14,814		—		—		14,814

Total assets	$	69,238	$	21,799	$	—	$	47,439

___________________________________________

(1) Included in Other long-term assets, net in the consolidated balance sheets.

The following table provides activity for the Company's Level 3 investments (in thousands):


	Amount
Level 3 investments at December 31, 2023	$	51,530
Increase due to purchases of Level 3 investments	17,000
Decrease in fair value of Level 3 investments	(21,836)
Accrued interest on Level 3 investments	745
Level 3 investments at December 31, 2024	47,439
Increase due to purchases of Level 3 investments	6,804
Transfers out of Level 3 investments	(7,510)
Decrease in fair value of Level 3 investments	(9,499)
Accrued interest, net on Level 3 investments	(58)
Level 3 investments at June 30, 2025	$	37,176

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4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):


	June 30, 2025		December 31, 2024
Computer hardware and software, including internal-use software and website development	$	183,620	$	202,005


Furniture and equipment	1,555		4,098


Leasehold improvements	1,163		1,466

	186,338		207,569
Less: accumulated depreciation	(169,877)		(184,025)
Total property and equipment, net	$	16,461	$	23,544

Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Capitalized internal-use software and website development	$	1,599	$	4,576	$	2,947	$	7,960
Depreciation of internal-use software and website development	2,770		2,066		6,159		4,016

Depreciation expense is classified within the corresponding operating expense categories on the consolidated statements of operations as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Cost of goods sold	$	16	$	98	$	89	$	196
Technology	3,787		3,930		8,250		7,447

General and administrative	78		103		167		211
Total depreciation	$	3,881	$	4,131	$	8,506	$	7,854

5. INTANGIBLE ASSETS, NET

On January 30, 2025, the Company entered into an Asset Purchase Agreement with BBBY Acquisition Co., LLC ("BBBY") to acquire certain intellectual property related to the buybuy BABY brand and closed the transaction on February 21, 2025. The Company acquired BBBY’s rights in the buybuy BABY brand, assets, information and content related to the associated buybuy BABY website, including trademarks, domain names, data, information, content, and select contractual rights, and goodwill associated with the brand for a total purchase price of $5.0 million which was paid at closing, and the assumption of certain contractual liabilities described therein. The aggregate purchase price, inclusive of contractual liabilities assumed and direct acquisition-related expenses, totaled $7.1 million which has been allocated to trade names, with an indefinite useful life.

On March 17, 2025, the Company entered into an Intellectual Property Asset Purchase Agreement with Lyons Trading Company, the operator of Proozy.com, to sell its rights in the Zulily brand for a total sales price of $5.0 million while retaining a 25% ownership stake in the brand in the form of a newly created entity ("Zulily Newco"). In connection with this transaction, the Company received $1.25 million upfront and will receive the remaining $3.75 million in quarterly installments commencing on April 30, 2026, over the course of five years, which is recorded as a long-term receivable and included in Other long-term assets, net in the consolidated balance sheets. The Company also recognized $1.57 million, which represents its 25% ownership stake in Zulily Newco, and is included in Equity securities in the consolidated balance sheets.

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On June 30, 2025, the Company entered into a Trademark and Domain Name Agreement with a large, well-established Canadian retailer to sell certain intellectual property related to the Bed Bath & Beyond trademarks in Canada and the United Kingdom, which was acquired as part of its purchase of the Bed Bath & Beyond brand in June 2023, for a total sales price of $5.0 million, which is included in Accounts receivable, net of allowance for credit losses in the consolidated balance sheets, and revenue share payments to be paid to the Company in perpetuity. In July 2025, the Company received the $5.0 million cash proceeds. For the three and six months ended June 30, 2025, the Company recognized the entire $5.0 million as a gain on the sale which is included in Other income (expense), net in the consolidated statements of operations.

Intangible assets, net consist of the following (in thousands):


	June 30, 2025		December 31, 2024
Intangible assets subject to amortization, gross (1)	$	5,645	$	6,239
Less: accumulated amortization of intangible assets	(3,420)		(3,145)
Intangible assets subject to amortization, net	2,225		3,094
Intangible assets not subject to amortization	30,351		27,152
Total intangible assets, net	$	32,576	$	30,246

___________________________________________

(1) At June 30, 2025, the weighted average remaining useful life for intangible assets subject to amortization, gross was 2.8 years.

6. EQUITY SECURITIES

Equity securities consist of the following (in thousands):


	June 30, 2025		December 31, 2024
Equity securities accounted for under the equity method under ASC 323	$	47,552	$	56,546
Equity securities accounted for under the equity method under the fair value option	24,067		21,640

Total equity securities	$	71,619	$	78,186

The Company's equity securities accounted for under the equity method under ASC 323 include equity securities in which the Company can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest in the entity. During the six months ended June 30, 2025, after stockholder approval was obtained from Kirkland's, Inc. ("Kirkland's") stockholders, the Company funded the additional $8.0 million investment in Kirkland's in exchange for Kirkland's common stock and converted the $8.5 million convertible promissory note (plus accrued interest) into shares of Kirkland's common stock. After all transactions, the Company owns approximately 40% of Kirkland's outstanding shares of common stock. In addition, as part of the sale of the Company's rights in the Zulily brand, the Company retained a 25% ownership stake in the brand in the form of a newly created entity, Zulily Newco. See Note 5—Intangible Assets, net, for further information.

The following table includes the Company's equity securities accounted for under the equity method and related ownership interest as of June 30, 2025:


			Ownership interest
Medici Ventures, L.P.			99%
tZERO Group, Inc.			28%
SpeedRoute, LLC			49%
Kirkland's, Inc.			40%
Zulily Newco			25%

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The carrying amount of the Company's equity method securities was $71.6 million at June 30, 2025, which is included in Equity securities on the consolidated balance sheets, of which $24.1 million was valued under the fair value option (tZERO, SpeedRoute, Kirkland's, and Zulily Newco). Equity securities in Kirkland's are carried at fair value based on Level 1 inputs. The aggregate fair value of the equity securities in Kirkland's at June 30, 2025, was $9.6 million. For the equity method investments, there was no difference in the carrying amount of the assets and liabilities and the maximum exposure to loss, and there was no difference between the carrying amount of the investment in Medici Ventures, L.P., and the amount of underlying equity the Company has in the entity's net assets.

The following table summarizes the net loss recognized on equity method securities recorded in Other income (expense), net in the consolidated statements of operations (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net loss recognized on our proportionate share of the net assets of our equity method securities	$	(4,789)	$	(7,754)	$	(8,994)	$	(17,488)
Decrease in fair value of equity method securities held under fair value option	(1,787)		—		(14,655)		(8,718)

Regulation S-X Rule 10-01(b)(1)

In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered "significant subsidiaries". Summarized income statement information of an equity method investee is required in an interim report if the significance criteria are met as defined under SEC guidance. For the periods ended June 30, 2025 and 2024, none of the Company's equity method investees met the significance criteria.

7. BORROWINGS

In October 2024, the Company entered into a Loan and Security Agreement (the "Loan Agreement") with BMO Bank N.A. (in such capacity, "BMO"), pursuant to which BMO agrees to lend the Company up to $25.0 million on a one-year revolving line of credit to aid the Company in securing strategic ventures. In connection with the Loan Agreement, BMO issued a revolving line of credit promissory note (the "Revolving Note") and granted a lien on the cash collateral account specified in the Loan Agreement (the "Cash Collateral Account"). The revolving line of credit bears interest on the unpaid principal balance at an annual rate equal to the Secured Overnight Financing Rate, or SOFR rate, for a one-month interest period plus 1.00%, established by the Federal Reserve Bank of New York. The Company is obligated to pay certain commitment fees on undrawn amounts under the Loan Agreement in amounts specified in the Loan Agreement. The Loan Agreement and Revolving Note will terminate on October 18, 2025, and loans thereunder may be borrowed, repaid, and reborrowed up to such date.

As of June 30, 2025, the Company had a $6.5 million outstanding standby letter of credit under the Revolving Note. As of June 30, 2025, the outstanding balance on the line of credit was $18.5 million, net of $39,000 of capitalized debt issuance costs. The total outstanding debt on the line of credit is included in Short-term debt, net on the consolidated balance sheets.

The Loan Agreement is subject to limited affirmative covenants and negative covenants, including the requirement that the Company maintain cash in the Cash Collateral Account in an amount that is three percent greater than BMO's aggregate commitments under the Loan Agreement. The Company is in compliance with its debt covenants and continue to monitor ongoing compliance with the debt covenants.

8. LEASES

The Company has operating leases for office space and a data center. The Company's leases have remaining lease terms of two years to eight years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year. Variable lease costs include executory costs, such as taxes, insurance, and maintenance.

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The components of lease expenses were as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Operating lease cost	$	521	$	677	$	1,433	$	1,559

Variable lease cost	308		163		617		431

The following table provides a summary of other information related to leases (in thousands):


	Six months ended June 30,
	2025		2024

Cash payments included in operating cash flows from lease arrangements	$	1,226	$	1,657

The following table provides supplemental balance sheet information related to leases:


	June 30, 2025		December 31, 2024
Weighted-average remaining lease term—operating leases	7.17 years		6.65 years
Weighted-average discount rate—operating leases	7	%	6	%

Maturity of lease liabilities under non-cancellable operating leases as of June 30, 2025, are as follows (in thousands):


Payments due by period	Amount
2025 (Remainder)	$	554
2026	1,285
2027	1,150
2028	1,099
2029	1,132
Thereafter	3,497
Total lease payments	8,717
Less interest	1,811
Present value of lease liabilities	$	6,906

9. COMMITMENTS AND CONTINGENCIES

Legal proceedings and contingencies

From time to time, the Company is involved in litigation concerning consumer protection, employment, intellectual property, claims under the securities laws, and other commercial matters related to the conduct and operation of the business and the sale of products on the Company's websites. In connection with such litigation, the Company has been in the past and may be in the future subject to judgments requiring the Company to pay significant damages or associated costs. In some instances, other parties may have contractual indemnification obligations to the Company. However, such contractual obligations may prove unenforceable or non-collectible, and if the Company cannot enforce or collect on indemnification obligations, the Company may bear the full responsibility for damages, fees, and costs resulting from such litigation. As a result of such litigation, the Company may also be subject to penalties and equitable remedies that could force the Company to alter important business practices. Such litigation could be costly and time consuming and could divert or distract the Company's management and key personnel from the business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of such matters could materially affect the Company's business, results of operations, financial position, or cash flows.

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The Company establishes liabilities when a particular contingency is probable and estimable which are included in Accrued liabilities on the consolidated balance sheets. At June 30, 2025 and December 31, 2024, the Company's established liabilities were not material.

10. INDEMNIFICATIONS AND GUARANTEES

During the normal course of business, the Company has made certain indemnities, commitments, and guarantees under which the Company may be required to make payments in relation to certain transactions. These indemnities include, but are not limited to, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, the environmental indemnity the Company entered into in favor of the lenders under its prior loan agreements, customary indemnification arrangements in underwriting agreements and similar agreements, and indemnities to its directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. In addition, the majority of these indemnities, commitments, and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. As such, the Company is unable to estimate with any reasonableness its potential exposure under these items. The Company has not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. The Company does, however, accrue losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is both probable and reasonably estimable.

11. STOCKHOLDERS' EQUITY

Common Stock

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends declared by the Board of Directors out of funds legally available, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends.

JonesTrading Sales Agreement

The Company entered into a Capital on DemandTM Sales Agreement (the "Sales Agreement") dated June 10, 2024 with JonesTrading Institutional Services LLC ("JonesTrading"), under which the Company has conducted and may in the future conduct "at the market" public offerings of its common stock. Under the Sales Agreement, JonesTrading, acting as the Company's sales agent or principal, may offer the Company's common stock in the market on a daily basis or otherwise as the Company requests from time to time. The Company has no obligation to sell shares under the Sales Agreement, but it may do so from time to time. For the six months ended June 30, 2025, the Company sold 4,331,713 shares of its common stock pursuant to the Sales Agreement and has recognized $24.2 million in proceeds, net of $495,000 of offering costs, including commissions paid to JonesTrading. As of June 30, 2025, the Company had $131.4 million remaining available under its "at the market" sales program.

Stock Repurchase Program

During the three and six months ended June 30, 2025, the Company repurchased $1.3 million of its common stock under its stock repurchase program at an average price of $3.92 per share. During the three and six months ended June 30, 2024, the Company did not repurchase any shares of its common stock under its stock repurchase program. As of June 30, 2025, the Company had $68.6 million available for future share repurchases under its current repurchase authorization through December 31, 2025.

12. STOCK-BASED AWARDS

The Company has equity incentive and compensatory plans that provide for the grant of stock-based awards, including restricted stock and performance shares to employees and board members and provide employees the ability to purchase shares of its common stock through an employee stock purchase plan. Employee accounting applies to equity incentives and compensation granted by the Company to its own employees. When an award is forfeited prior to the vesting date, the Company recognizes an adjustment for the previously recognized expense in the period of the forfeiture.

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Stock-based compensation expense is classified within the corresponding operating expense categories on the consolidated statements of operations as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Cost of goods sold	$	1	$	3	$	2	$	3
Sales and marketing	42		273		145		495
Technology	662		2,028		719		4,008
General and administrative	2,681		2,955		3,614		5,529
Total stock-based compensation	$	3,386	$	5,259	$	4,480	$	10,035

Beyond restricted stock unit awards

The Beyond, Inc. Amended and Restated 2005 Equity Incentive Plan provides for the grant of restricted stock units and other types of equity awards to employees and directors of the Company. The Compensation Committee of the Board of Directors approves grants of restricted stock unit awards to the Company's officers, board members and employees. These restricted stock unit awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us. In addition to the Company's traditional equity awards, in fiscal year 2024, the Company changed its vesting schedule for restricted stock units from three years to four years for all restricted stock units granted to employees. These restricted stock unit awards will vest at 25% each year. In the first quarter of fiscal year 2025, the Company adjusted back to the prior vesting schedule of a three-year vesting schedule.

The cost of restricted stock units is determined using the fair value of the Company's common stock on the date of the grant and compensation expense is either recognized on a straight-line basis over the vesting schedule or on an accelerated schedule when vesting of restricted stock awards exceeds a straight-line basis. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the grant date fair value of the award that is vested at that date.

Performance Shares

During the six months ended June 30, 2025, the Company granted 780,709 performance-based shares ("PSUs") to its executive management team under the 2025 performance share award agreement. Each grant of PSUs is eligible to vest based on achieving three performance metrics, with 50% of the target number of PSUs multiplied by the Adjusted EBITDA Performance Multiplier, 25% of the target number of PSUs multiplied by the Gross Margin Performance Multiplier, and 25% of the target number of PSUs multiplied by the Contribution Margin Performance Multiplier, with the potential weighted average maximum payout of 135% of the "Target" number of PSUs. To the extent any of the PSUs become earned based on the Company's achievement of the three aforementioned performance metrics, such earned PSUs will vest as to one-third of the earned PSUs on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through the vesting date. To be eligible to vest in any tranche of the PSUs, the Company must meet the threshold performance metrics established for the performance period. Expense is recognized as compensation cost based on the fair value on the date of grant over the performance period, taking into account the probability that the Company will satisfy the performance goals.

Stock-based compensation related to the PSUs is included in the stock-based compensation expense table above combined with the expense associated with the Company's restricted stock units, performance share options, and employee stock purchase plan. Stock-based compensation related to the PSUs was $807,000 and $1.8 million for the three months ended June 30, 2025 and 2024, respectively, and a credit of $1.3 million due to staff related reductions and $3.3 million, for the six months ended June 30, 2025 and 2024, respectively.

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Performance Share Options

Stock-based compensation related to the Performance Share Option is included in stock-based compensation expense table above combined with the expense associated with the Company's restricted stock units, PSUs, and employee stock purchase plan. Stock-based compensation related to the performance share options was $842,000 and $438,000 for the three months ended June 30, 2025 and 2024, respectively, and $1.8 million and $438,000 for the six months ended June 30, 2025 and 2024, respectively.

The following table summarizes restricted stock unit, PSU, and Performance Share Option award activity (in thousands, except per share data):


	Six months ended June 30, 2025
	Units	Weighted Average Grant Date Fair Value
Outstanding—beginning of year	3,564	$	20.98
Granted at fair value	2,567	6.28
Vested	(339)	24.60
Forfeited	(725)	14.87
Outstanding—end of period	5,067	$	6.33

Employee Stock Purchase Plan

Purchases under the 2021 Employee Stock Purchase Plan (the "ESPP") during the six months ended June 30, 2025 and 2024 were 90,921 shares and 56,575 shares, respectively, at an average purchase price per share of $5.43 and $16.53, respectively. At June 30, 2025, approximately 2.6 million shares of common stock remained available under the ESPP.

Stock-based compensation related to the ESPP is included in the stock-based compensation expense table above combined with the expense associated with the Company's restricted stock units, PSUs, and performance share options. Stock-based compensation related to the ESPP was $234,000 and $305,000 for the three months ended June 30, 2025 and 2024, respectively, and $396,000 and $651,000 for the six months ended June 30, 2025 and 2024, respectively.

13. REVENUE AND CONTRACT LIABILITY

Unearned Revenue

The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands):


	Amount
Unearned revenue at December 31, 2023	$	49,597
Increase due to deferral of revenue at period end, net	32,802
Decrease due to beginning contract liabilities recognized as revenue	(39,304)
Unearned revenue at December 31, 2024	43,095
Increase due to deferral of revenue at period end, net	29,842
Decrease due to beginning contract liabilities recognized as revenue	(35,275)
Unearned revenue at June 30, 2025	$	37,662

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The Company's total unearned revenue related to outstanding loyalty program rewards was $6.1 million and $11.1 million at June 30, 2025 and December 31, 2024, respectively. Breakage income related to loyalty program rewards and gift cards is recognized in Net revenue in the consolidated statements of operations. Breakage included in revenue was $1.1 million and $2.1 million for the three months ended June 30, 2025 and 2024, respectively, and $7.7 million and $3.4 million for the six months ended June 30, 2025 and 2024, respectively. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. At June 30, 2025 and December 31, 2024, the Company had an additional $0 and $4.6 million, respectively, of unearned contract revenue classified within Other long-term liabilities on the consolidated balance sheets.

Sales returns allowance

The following table provides additions to and deductions from the sales returns allowance, which is included in the Accrued liabilities balance in the consolidated balance sheets (in thousands):


	Amount
Allowance for returns at December 31, 2023	$	8,651
Additions to the allowance	105,353
Deductions from the allowance	(104,478)
Allowance for returns at December 31, 2024	9,526
Additions to the allowance	46,343
Deductions from the allowance	(47,623)
Allowance for returns at June 30, 2025	$	8,246

14. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Numerator:










Net loss attributable to stockholders of Beyond, Inc.	$	(19,313)	$	(42,578)	$	(59,225)	$	(116,506)

Denominator:
Weighted average shares of common stock outstanding—basic	57,503		45,742		55,593		45,665


Weighted average shares of common stock outstanding—diluted	57,503		45,742		55,593		45,665








Net loss per share of common stock:
Basic	$	(0.34)	$	(0.93)	$	(1.07)	$	(2.55)
Diluted	$	(0.34)	$	(0.93)	$	(1.07)	$	(2.55)

The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands):


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Restricted stock units, PSUs, and Performance Share Option	3,344	4,109	3,344	4,109
Employee Stock Purchase Plan	340	135	340	135

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15. BUSINESS SEGMENTS

Segment Operations: The Company currently has one reportable segment, which is its Retail business. The reportable segment is comprised of the Company's Overstock.com operating segment and its Bed, Bath & Beyond operating segment, which are aggregated into a single reportable Retail segment due to their similar economic characteristics and business activities. The Bed Bath & Beyond operating segment includes results from its buybuy BABY brand, which are not material to the business. The reporting segment primarily derives revenues from e-commerce sales of home furnishing merchandise through the Company's suite of websites and mobile apps.

The accounting policies of the Retail segment are the same as those described in the summary of significant accounting policies. The Chief Operating Decision Maker (CODM), who is the Company's Principal Executive Officer, makes resource allocation decisions based on reports that focus predominantly on Net Revenues, Gross Profit, Sales and Marketing as a percentage of Gross Profit, Technology, and General & Administrative expenses as a percentage of Gross Profit, as well as Operating Income (Loss) measured under GAAP, as reported on the Consolidated Statement of Operations. The CODM also receives the Consolidated Cash and Cash Equivalents balance as a measure of liquidity as reported on the Consolidated Balance Sheet. The CODM uses Operating Income (Loss) to evaluate income generated from segment resources in deciding whether to reinvest profits into the retail segment or into other parts of the entity, such as to make acquisitions or investments. The CODM also uses Operating Income (Loss) to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing bonus metrics.

Cost of Goods Sold, Sales & Marketing, Technology, General & Administrative, and Customer Service and Merchant Fees, as reported on the Consolidated Statement of Operations, are significant expenses evaluated by the Company's CODM. The measure of segments assets is reported on the Consolidated Balance Sheet as Cash and Cash Equivalents.

16. SUBSEQUENT EVENTS

On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results. The Company is currently evaluating the impact that the OBBBA will have on its consolidated financial statements. The OBBBA is not expected to materially impact the Company's effective tax rate or cash flows in the current fiscal year.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information that we believe to be relevant to an understanding of our unaudited consolidated financial condition and results of operations. The statements in this section regarding industry outlook, our expectations regarding the performance of our business and any other non-historical statements are forward-looking statements. Our actual results and outcomes may differ materially from those contained in or implied by any forward-looking statements contained herein. These forward-looking statements are subject to numerous risks, uncertainties, and other important factors, including, but not limited to, those described in "Special Cautionary Note Regarding Forward Looking Statements" and in Part II, Item 1A, "Risk Factors" included in this Quarterly Report on Form 10-Q. You should read the following discussion together with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and with the sections entitled "Special Cautionary Note Regarding Forward-Looking Statements," Part I, Item 1A, "Risk Factors," and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.

Overview

Beyond, Inc. is an ecommerce-focused retailer with an affinity model that owns or has ownership interests in various retail brands, offering a comprehensive array of products and services that enable its customers to enhance everyday life through quality, style, and value. In addition, we also offer an increasing number of add-on services across our platforms, including warranties, shipping insurance, and installation services. We will also be expanding our loyalty program, Beyond +, to encompass all affiliated entities across our cooperative in order to incentivize customer retention within our growing ecosystem. We currently own Overstock, Bed Bath & Beyond, and buybuy BABY. As used herein, "Beyond," "the Company," "we," "our" and similar terms include Beyond, Inc. and its controlled subsidiaries, unless the context indicates otherwise.

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Through the Bed Bath & Beyond brand, we aim to provide an extensive array of home-related products tailored specifically for our target customers - consumers who seek comprehensive support throughout their shopping journey, aspiring to discover quality, stylish products at competitive prices that align with their budget requirements. We regularly refresh our product assortment to reflect the evolving preferences of our customers and aim to stay aligned with current trends. The mission of this brand is to achieve category-leading ownership of four distinct rooms of the home: the bedroom, the bathroom, the kitchen, and the patio, and our goal is for the assortment to include not only core legacy categories like bedding and kitchenware, but also adjacent categories like bedroom and outdoor furniture and rugs. Furniture across all rooms continues to play a critical role in our strategy. Leveraging an asset-light supply chain, direct shipping is offered to customers from both our suppliers and third-party logistics providers.

Bed Bath & Beyond's strategic priorities include curating stylish, high-quality assortments to make product selection intuitive and affordable, in addition to enhancing offerings with trusted aspirational brands. Our goal is to transform the customer experience by building trust, creating life-stage experiences, and consistently delivering inspiration, quality, and value.

Through the Overstock brand, we aim to provide a wide array of quality goods at discounted prices, and a treasure hunt-like experience for our target customers - consumers who are highly engaged, very accustomed to purchasing online, and actively seeking great deals. The mission of this brand is to delight our customers by offering deals on products they will love. Our product assortment includes home categories such as indoor and outdoor furniture, rugs, décor, and lighting, as well as lifestyle categories such as jewelry and watches, apparel and accessories, and designer shoes and handbags.

The recent buybuy BABY acquisition allows us to reunite two traditionally related brands, Bed Bath & Beyond and buybuy BABY, and support our customers through key life stage shopping moments.

Executive Commentary

This executive commentary is intended to provide investors with a view of our business through the eyes of our management. As an executive commentary, it necessarily focuses on selected aspects of our business. This executive commentary is intended as a supplement to, but not a substitute for, the more detailed discussion of our business included elsewhere herein. Investors are cautioned to read our entire "Management's Discussion and Analysis of Financial Condition and Results of Operations," our interim and audited financial statements, and the discussion of our business and risk factors and other information included elsewhere or incorporated in this report. This executive commentary includes forward-looking statements, and investors are cautioned to read "Special Cautionary Note Regarding Forward-Looking Statements."

Revenue decreased 29.1% for the three months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily due to a 34% decrease in orders delivered. The decrease was partially offset by a 7% increase in average order value. The decrease in orders delivered was driven by a decline in website visits influenced in part by a shift in consumer spending preferences and macroeconomic factors impacting consumer sentiment and the home furnishings industry as well as a reduction in overall sales and marketing spend as we focus on improving more efficient traffic channels and refine our assortment. The increase in average order value was largely driven by the seasonality of orders mixing into categories with higher average unit retail price.

Gross profit decreased 16.5% for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in revenue. Gross margin increased to 23.7% for the three months ended June 30, 2025, compared to 20.1% for the same period in 2024, primarily driven by merchandising actions as well as a reduction in carrier costs and return costs.

Sales and marketing expenses as a percent of revenue decreased from 16.7% for the three months ended June 30, 2024 to 13.5% for the three months ended June 30, 2025, primarily due to decreased performance marketing expense, brand advertising and improvements in return on advertising spend ("ROAS") and email marketing channel effectiveness.

Technology expenses totaled $23.2 million for the three months ended June 30, 2025, a $4.1 million decrease compared to the three months ended June 30, 2024, primarily due to a reduction in staff-related expenses.

General and administrative expenses decreased $4.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a reduction in staff-related expenses and third-party vendor costs.

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Customer service and merchant fees decreased $5.7 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to decreased order volume and decreased outsourced labor.

Our consolidated cash and cash equivalents balance decreased from $159.2 million as of December 31, 2024, to $120.6 million as of June 30, 2025.

Additional commentary related to macroeconomic trends

We continue to monitor recent macroeconomic trends and geopolitical events, including, without limitation, ongoing global conflicts, trade barriers including tariffs, financial and stock market volatility, higher interest rates, inflation, and their impacts. These events have and may continue to negatively impact consumer confidence and consumer spending, which have and may continue to adversely affect our business and our results of operations. Many of our suppliers source from other countries and may be negatively affected by increased tariffs or other import/export controls by the United States and foreign governments, as well as uncertainty in the market as it responds to global macroeconomic factors. Due to the uncertain and constantly evolving nature and volatility of these trends and events, we cannot currently predict their long-term impact on our operations and financial results. As of June 30, 2025, the challenges arising from these events have not adversely affected our liquidity or capacity to service our debt, nor have these conditions required us to reduce our capital expenditures.

Results of Operations

Comparisons of Three Months Ended June 30, 2025 to Three Months Ended June 30, 2024, and Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024

Net revenue, cost of goods sold, gross profit and gross margin

The following table summarizes our net revenue, cost of goods sold, and gross profit (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Net revenue	$	282,251		$	398,104		$	513,999		$	780,385
Cost of goods sold
Product costs and other cost of goods sold	215,282			317,936			388,898			625,858


Gross profit	$	66,969		$	80,168		$	125,101		$	154,527
Year-over-year percentage change
Net revenue	(29.1)		%				(34.1)		%




Gross profit	(16.5)		%				(19.0)		%
Percent of net revenue
Cost of goods sold
Product costs and other cost of goods sold	76.3		%	79.9		%	75.7		%	80.2		%


Gross margin	23.7		%	20.1		%	24.3		%	19.8		%

The 29.1% decrease in net revenue for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a 34% decrease in orders delivered. The decrease was partially offset by a 7% increase in average order value. The decrease in orders delivered was driven by a decline in website visits influenced in part by a shift in consumer spending preferences and macroeconomic factors impacting consumer sentiment and the home furnishings industry as well as a reduction in overall sales and marketing spend as we focus on improving more efficient traffic channels and refine our assortment. The increase in average order value was largely driven by the seasonality of orders mixing into categories with higher average unit retail price.

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The 34.1% decrease in net revenue for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a 40% decrease in orders delivered. The decrease was partially offset by a 10% increase in average order value. The decrease in orders delivered was driven by a decline in website visits influenced in part by a shift in consumer spending preferences and macroeconomic factors impacting consumer sentiment and the home furnishings industry as well as a reduction in overall sales and marketing spend as we focus on improving more efficient traffic channels and refine our assortment. The increase in average order value was largely driven by orders mixing into categories with higher average unit retail price.

International net revenues were less than 6% of total net revenues for each of the three and six months ended June 30, 2025 and 2024.

Change in estimate of average transit times (days)

Our revenue related to merchandise sales is recognized upon delivery to our customers. As we ship high volumes of packages through multiple carriers, it is not practical for us to track the actual delivery date of each shipment. Therefore, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times. We review and update our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates, which can be further impacted by uncertainty, volatility, and any disruption to our carriers caused by certain macroeconomic conditions, such as supply chain challenges, trade barriers including tariffs, inflation, rising interest rates, climate and weather events, or geopolitical events.

The following table shows the effect that hypothetical changes in the estimate of average shipping transit times would have had on the reported amount of revenue and income before income taxes (in thousands):


	Three months ended June 30, 2025
Change in the Estimate of Average Transit Times (Days)	Increase (Decrease) Revenue		Increase (Decrease) Income Before Income Taxes
2	$	(6,339)	$	(1,042)
1	$	(2,795)	$	(459)
As reported	As reported		As reported
-1	$	2,810	$	462
-2	$	5,803	$	953

Gross profit and gross margin

Our overall gross margins fluctuate based on factors such as competitive pricing; product costs; discounting; product mix of sales; advertising revenue and our marketing allowance program; and operational and fulfillment costs which include costs incurred to operate and staff warehouses, including rent and depreciation expense associated with these facilities, costs to receive, inspect, pick, and prepare customer order for delivery, and direct and indirect labor costs including payroll, payroll-related benefits, and stock-based compensation, all of which we include as costs in calculating gross margin.

Gross margins for the past six quarterly periods and fiscal year ending 2024 were:


	Q1 2024		Q2 2024		Q3 2024		Q4 2024		FY 2024		Q1 2025		Q2 2025
Gross margin	19.5	%	20.1	%	21.2	%	23.0	%	20.8	%	25.1	%	23.7	%

Gross profit for the three months ended June 30, 2025 decreased 16.5% compared to the same period in 2024, primarily due to a decrease in revenue. Gross margin increased to 23.7% for the three months ended June 30, 2025, compared to 20.1% for the same period in 2024, primarily driven by merchandising actions as well as a reduction in carrier costs and return costs.

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Gross profit for the six months ended June 30, 2025 decreased 19.0% compared to the same period in 2024, primarily due to a decrease in revenue. Gross margin increased to 24.3% for the six months ended June 30, 2025, compared to 19.8% for the same period in 2024, primarily due to merchandising actions as well as a reduction in carrier costs and return costs.

Operating expenses

Sales and marketing expenses

We use a variety of online advertising channels to attract new and repeat customers, including search engine marketing, personalized emails, mobile app, loyalty program, affiliate marketing, display banners, and social media. We also build our brand awareness through linear and streaming TV advertising.

Costs associated with our discounted shipping and other promotions, such as coupons, are not included in sales and marketing expenses. Rather, they are accounted for as a reduction in revenue as they reduce the amount of consideration we expect to receive in exchange for goods or services and therefore affect net revenues and gross margin. We consider these promotions to be an effective marketing tool.

The following table summarizes our sales and marketing expenses (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024

Sales and marketing expenses	$	38,209		$	66,290		$	69,499		$	134,196

Advertising expense included in sales and marketing expenses	36,653			63,583			66,030			128,543
Year-over-year percentage change
Sales and marketing expenses	(42.4)		%				(48.2)		%
Advertising expense included in sales and marketing expenses	(42.4)		%				(48.6)		%
Percent of net revenue
Sales and marketing expenses	13.5		%	16.7		%	13.5		%	17.2		%
Advertising expense included in sales and marketing expenses	13.0		%	16.0		%	12.8		%	16.5		%

The 320 basis point decrease in sales and marketing expenses as a percent of net revenue for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to decreased performance marketing expense, brand advertising and improvements in return on advertising spend ("ROAS") and email marketing channel effectiveness.

The 370 basis point decrease in sales and marketing expenses as a percent of net revenue for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to decreased performance marketing expense and brand advertising and improvements in the performance of owned marketing channels.

Technology expenses

We seek to deploy our capital resources efficiently in technology to support operations, including private and public cloud, web services, customer support solutions, and product search. We aim to enhance the customer experience by investing in technology, including investing in machine learning algorithms and generative AI, improving our process automation and efficiency, modernizing and expanding our systems, and supporting and expanding our logistics infrastructure. We expect to continue to incur technology expenses to support these efforts and these expenditures may continue to be material.

The frequency and variety of cyberattacks on our websites, enterprise systems, services, and on third parties we use to support our technology continues to increase. The impact of such attacks, their costs, and the costs we incur to protect ourselves against future attacks, have not been material to date. However, we consider the risk introduced by cyberattacks to be serious and will continue to incur costs related to efforts to protect ourselves against them.

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The following table summarizes our technology expenses (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024

Technology expenses	$	23,221		$	27,342		$	49,939		$	56,923
Year-over-year percentage change
Technology expenses	(15.1)		%				(12.3)		%
Technology expenses as a percent of net revenue	8.2		%	6.9		%	9.7		%	7.3		%

The $4.1 million decrease in technology expenses for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a reduction in staff-related expenses.

The $7.0 million decrease in technology expenses for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a reduction in staff-related expenses.

General and administrative expenses

The following table summarizes our general and administrative expenses (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024

General and administrative expenses	$	14,088		$	18,531		$	28,402		$	38,985
Year-over-year percentage change
General and administrative expenses	(24.0)		%				(27.1)		%
General and administrative expenses as a percent of net revenue	5.0		%	4.7		%	5.5		%	5.0		%

The $4.4 million decrease in general and administrative expenses for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a reduction in staff-related expenses and third-party vendor costs.

The $10.6 million decrease in general and administrative expenses for the six months ended June 30, 2025, as compared to the same period in 2024 was primarily due to a reduction in staff-related expenses and third-party vendor costs.

Customer service and merchant fees

Customer service and merchant fees include customer service costs and merchant processing fees associated with customer payments made by credit cards and other payment methods and other variable fees. Customer service and merchant fees as a percent of net revenue may vary due to several factors, such as our ability to effectively manage customer service costs and merchant fees.

The following table summarizes our customer service and merchant fees (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024

Customer service and merchant fees	$	9,331		$	15,006		$	18,688		$	28,949
Year-over-year percentage change
Customer service and merchant fees	(37.8)		%				(35.4)		%
Customer service and merchant fees as a percent of net revenue	3.3		%	3.8		%	3.6		%	3.7		%

The $5.7 million decrease in customer service and merchant fees for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to decreased order volume and decreased outsourced labor.

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The $10.3 million decrease in customer service and merchant fees for the six months ended June 30, 2025, as compared to the same period in 2024 was primarily due to decreased order volume and decreased outsourced labor.

Other income (expense), net

The $4.3 million unfavorable change in other income (expense), net for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily attributable to a $4.8 million decrease in gains recognized on the sale of intangible assets.

The $2.4 million unfavorable change in other income (expense), net for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily attributable to a $4.5 million decrease in gains recognized on the sale of intangible assets, partially offset by a $2.6 million decrease in loss recognized from our equity method securities.

Income taxes

Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. We update our estimate of the annual effective tax rate each quarter and make cumulative adjustments if our estimated annual effective tax rate changes.

Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to significant variations due to several factors including: variability in predicting our pre-tax and taxable income, the mix of jurisdictions to which those items relate, relative changes in expenses or losses for which tax benefits are limited or not recognized, how we do business, fluctuations in our stock price, economic outlook, political climate, and other conditions such as supply chain challenges, inflation, rising interest rates, and geopolitical events. In addition, changes in laws, regulations, and administrative practices will impact our rate. Our effective tax rate can be volatile based on the amount of pre-tax income. For example, the impact of discrete items on our effective tax rate is greater when pre-tax income is lower.

On July 4, 2025, the reconciliation bill, or One Big Beautiful Bill Act (the "OBBBA") was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBBA allows an elective deduction for domestic Research and Development (R&D), a reinstatement of elective 100% first-year bonus depreciation, and a more favorable tax rate on Foreign-derived Deduction Eligible Income, among other provisions. The OBBBA is not currently expected to materially impact the Company's effective tax rate or cash flows in the current fiscal year.

Our provision for income tax for the three months ended June 30, 2025 and 2024 was $287,000 and $117,000, respectively. The effective tax rate for the three months ended June 30, 2025 and 2024 was (1.5)% and (0.3)%, respectively. Our provision for income tax for the six months ended June 30, 2025 and 2024 was $481,000 and $446,000, respectively. The effective tax rate for the six months ended June 30, 2025 and 2024 was (0.8)% and (0.4)%, respectively. Our tax provision and rate differs from the statutory federal income tax rate of 21% primarily due to year-to-date losses on our retail operations for which tax benefits are limited.

Each quarter we assess on a jurisdictional basis whether it is more likely than not that our deferred tax assets will be realized under ASC Topic 740. We have no carryback ability, and therefore we must rely on future taxable income, including tax planning strategies and future reversals of taxable temporary differences, to recover our deferred tax assets. We assess available positive and negative evidence to estimate whether we will generate sufficient future taxable income to use our existing deferred tax assets. A significant piece of objective negative evidence evaluated as of June 30, 2025, is the cumulative loss position over a three-year period generated by our U.S. retail operations. On the basis of this evaluation, we continue to maintain a valuation allowance against our deferred tax assets for the U.S. jurisdiction, not supported by reversals of taxable temporary differences. We intend to continue maintaining a valuation allowance on our net U.S. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

As we repatriate foreign earnings for use in the United States, the distributions are generally exempt from federal and foreign income taxes but may be subject to certain state taxes. As of June 30, 2025, the cumulative amount of foreign earnings considered permanently reinvested upon which taxes have not been provided, and the corresponding unrecognized deferred tax liability, was not material.

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We are subject to taxation in the United States and multiple state and foreign jurisdictions. Tax years beginning in 2020 are subject to examination by taxing authorities, although net operating loss and credit carryforwards from all years are subject to examinations and adjustments for at least three years following the year in which the attributes are used.

Liquidity and Capital Resources

Overview

We believe that our cash and cash equivalents currently on hand and expected cash flows from future operations will be sufficient to continue operations for at least the next twelve months. We continue to monitor, evaluate, and manage our operating plans, forecasts, and liquidity considering the most recent developments driven by macroeconomic conditions, such as supply chain challenges, inflation, rising interest rates, tariffs, bans, or other measures or events that increase the effective price of products, and other geopolitical events. We proactively seek opportunities to improve the efficiency of our operations and have in the past and may in the future take steps to realize internal cost savings, including aligning our staffing needs, creating a more variable cost structure to better support our current and expected future levels of operations and process streamlining.

We periodically evaluate opportunities to repurchase our equity securities, obtain credit facilities, or issue additional debt or equity securities, which may impact our future operations and liquidity. In addition, we may, from time to time, consider the investment in, or acquisition of, complementary businesses, products, services, or technologies to expand our business, any of which might affect our liquidity requirements or cause us to issue additional debt or equity securities that would be dilutive to stockholders.

Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to execute on our business strategy, our ability to realize the benefits of any investment in new business strategies, acquisitions, or other transactions, and consumer sentiment towards our offerings. In the event that additional liquidity is required from outside sources, we may not be able to raise the capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.

Current sources of liquidity

Our principal sources of liquidity are existing cash and cash equivalents and accounts receivable, net. At June 30, 2025, we had $120.6 million of cash and cash equivalents and $23.3 million of accounts receivable, net of allowance for credit losses.

During the second quarter of 2025, the Company entered into a standby letter of credit agreement with BMO Bank N.A. valued at $6.5 million. The letter of credit was issued in favor of one of the Company's payment processors as a financial guarantee in connection with ongoing payment processing operations.

We entered into a Sales Agreement dated June 10, 2024 with JonesTrading, under which we have conducted and may in the future conduct "at the market" public offerings of our common stock. Under the Sales Agreement, JonesTrading, acting as our sales agent or principal, may offer our common stock in the market on a daily basis or otherwise as we request from time to time. At June 30, 2025, we had $131.4 million available under our "at the market" sales program. We have no obligation to sell additional shares under the Sales Agreement, but we may do so from time to time. Under the agreement, we will pay JonesTrading up to a 2% sales commission on all sales. For the six months ended June 30, 2025, we sold 4,331,713 shares of our common stock pursuant to the Sales Agreement and have recognized $24.2 million in proceeds, net of $495,000 of offering costs, including commissions paid to JonesTrading.

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Cash flow information is as follows (in thousands):


	Six months ended June 30,
	2025		2024
Cash (used in) provided by:
Operating activities	$	(35,092)	$	(110,502)
Investing activities	(20,188)		(3,308)
Financing activities	16,718		(2,597)

Operating activities

Cash received from customers generally corresponds to our net revenues as our customers primarily use credit cards to buy from us, causing our receivables from these sales transactions to settle quickly. We have payment terms with our partners that generally extend beyond the amount of time necessary to collect proceeds from our customers.

The $35.1 million of net cash used in operating activities during the six months ended June 30, 2025, was primarily due to loss from operating activities adjusted for non-cash items of $25.3 million and cash used by changes in operating assets and liabilities of $9.8 million.

The $110.5 million of net cash used in operating activities during the six months ended June 30, 2024, was primarily due to loss from operating activities adjusted for non-cash items of $80.8 million and cash used by changes in operating assets and liabilities of $29.7 million.

Investing activities

For the six months ended June 30, 2025, investing activities resulted in a net cash outflow of $20.2 million, primarily due to $8.0 million for purchases of equity securities, $5.2 million for disbursement of notes receivable to Kirkland's, $5.2 million for purchases of intangible assets, and $3.0 million of expenditures for property and equipment, offset by $1.3 million of proceeds received from the sale of intangible assets.

For the six months ended June 30, 2024, investing activities resulted in a net cash outflow of $3.3 million, primarily due to $8.0 million of expenditures for property and equipment and $6.2 million for purchases of intangible assets, offset by $10.3 million of proceeds received from the sale of intangible assets.

Financing activities

For the six months ended June 30, 2025, financing activities resulted in a net cash inflow of $16.7 million, primarily due to $24.2 million in net proceeds from the sales of our common stock pursuant to our "at the market" public offering, net of offering costs, offset by $6.5 million payments on short-term debt.

For the six months ended June 30, 2024, financing activities resulted in a net cash outflow of $2.6 million, primarily due to $3.3 million for payment of taxes withheld upon vesting of employee stock awards.

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Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of June 30, 2025, and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods (in thousands):



Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years



Operating leases (1)	$	8,717	$	1,196	$	2,342	$	2,201	$	2,978



Total contractual cash obligations	$	8,717	$	1,196	$	2,342	$	2,201	$	2,978

__________________________________________

(1) Represents the future minimum lease payments under non-cancellable operating leases. For information regarding our operating lease obligations, see Note 8—Leases, in the Notes to Unaudited Consolidated Financial Statements included in Item 1, Part I, Financial Statements (Unaudited) of this Quarterly Report on Form 10-Q.

Tax contingencies

We are involved in various tax matters, the outcomes of which are uncertain. As of June 30, 2025, accrued tax contingencies were $3.8 million. Changes in federal, foreign, state, and local tax laws may increase our tax contingencies. The timing of the resolution of income tax contingencies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities. These assessments may or may not result in changes to our contingencies related to positions on prior years' tax filings.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires that we make estimates and judgments. We base these on historical experience and on other assumptions that we believe to be reasonable. Except as disclosed in Note 2—Summary of Significant Accounting Policies, in the Notes to Unaudited Consolidated Financial Statements included in Item 1, Part I, Financial Statements (Unaudited) of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in Critical Accounting Policies and Estimates, included in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 2—Accounting Policies and Supplemental Disclosures, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from interest rate changes, foreign currency fluctuations, and changes in the market values of our securities. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Sensitivity

The fair value of our cash and cash equivalents (highly liquid instruments with a remaining maturity of 90 days or less at the date of purchase) would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments.

Interest on the revolving line of credit incurred pursuant to the Credit Agreement described herein would accrue based on market rates plus 1.00%, for a one-month interest period; however, we do not expect that any changes in prevailing interest rates will have a material impact on our results of operations.

Foreign Currency Risk

Most of our sales and operating expenses are denominated in U.S. dollars, and therefore, our net revenue and operating expenses are not currently subject to significant foreign currency risk. As we grow our operations, our exposure to foreign currency risk could become more significant.

Inflation

Increases in commodity and shipping prices and energy and labor costs have resulted in inflationary pressures across various parts of our business and operations, including our partners and supply chain. We continue to monitor the impact of inflation to minimize its effects on our customers. We work with our partners to limit the amount of cost increases that are passed on through higher pricing. If costs borne by the Company or our partners were to be subject to incremental inflationary pressures, we may not be able to fully offset such higher costs through pricing actions or other cost efficiency measures. Our inability or failure to do so could harm our business, financial condition, and results of operations. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our historical results of operations and financial condition have been immaterial. We cannot assure you, however, that our results of operations and financial condition will not be materially impacted by inflation in the future.

Investment Risk

The fair values of the equity and debt securities may be subject to fluctuations due to volatility of the stock market in general, investment-specific circumstances, and changes in general economic conditions. At June 30, 2025, the recorded value in equity securities of private and public companies was $71.6 million, of which $9.6 million relates to publicly-traded companies, recorded at fair value, which are subject to market price volatility. At June 30, 2025, $14.4 million of the equity securities and $22.8 million of the debt securities are recorded at fair value using Level 3 inputs. The fair value assessment of private companies includes a review of recent operating results and trends, recent sales/acquisitions of the securities, and other publicly available data. Valuations of private companies are inherently more complex due to the lack of readily available market data. As such, we believe that providing a sensitivity analysis is not practicable. These investments valued using Level 3 inputs represent 53.8% of assets measured at fair value. See Note 3—Fair Value Measurement for further information. For the equity interest in Medici Ventures, L.P., we record our proportionate share of the entity's reported net income or loss, which reflects the fair value changes of the underlying investments of the entity and any other income or losses of the entity.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as required by Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") under the supervision and with the participation of our principal executive officer and principal financial officer, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Limitations on Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in, or become subject to litigation or other legal proceedings concerning consumer protection, employment, privacy, intellectual property, claims under the securities laws, and other commercial matters related to the conduct and operation of our business and the sale of products on our websites. We also prosecute lawsuits to enforce our legal rights. In connection with such litigation or other legal proceedings, we have been in the past and we may be in the future subject to equitable remedies relating to the operation of our business or judgments requiring us to pay significant damages or associated costs. Such litigation could be costly and time consuming and could divert or distract our management and key personnel from our business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of such matters could materially affect our business, results of operations, financial position, or cash flows. For additional details, see the information set forth under Item I of Part I, Financial Statements (Unaudited)—Note 9—Commitments and Contingencies, subheading Legal Proceedings and Contingencies, contained in the Notes to Unaudited Consolidated Financial Statements of this Quarterly Report on Form 10-Q, which is incorporated by reference in answer to this Item.

ITEM 1A. RISK FACTORS

Any investment in our securities involves a high degree of risk. Please consider the following risk factors and the risk factors previously disclosed in Part 1, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2024 carefully. If any one or more of such risks were to occur, it could have a material adverse effect on our business, prospects, financial condition and results of operations, and the market price of our securities could decrease significantly. Statements to the effect that an event could or would harm our business (or have an adverse effect on our business or similar statements) mean that the event could or would have a material adverse effect on our business, prospects, financial condition and results of operations, which in turn could or would have a material adverse effect on the market price of our securities. Many of the risks we face involve more than one type of risk. Consequently, you should carefully read all of the risk factors below, the risk factors described in our Form 10-K for the year ended December 31, 2024, and in any reports we file with the SEC after we file this Form 10-Q, before making any decision to acquire or hold our securities.

Other than the risk factors set forth below, there are no material changes from the risk factors previously disclosed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2024.

Tariffs, bans, or other measures or events that increase the effective price of products or limit our ability to access products we or our suppliers, fulfillment partners, or other third parties that import or export could have a material adverse effect on our business.

We and many of our suppliers and fulfillment partners source a large percentage of the products we offer on our Website from China and other countries. Restrictions on international trade, including increased tariffs or other trade barriers are expected to increase the prices of imported products sold on our Website or limit our ability to access products sold on our Website. These factors in turn could reduce consumer demand and impact sales volume. Increased prices and/or supply chain challenges and the unpredictability of applicable trade barriers, including their scope and duration, have had an adverse effect and could in the future have a material adverse effect on our financial results, business and prospects, including due to their impact on general macroeconomic conditions.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information with respect to repurchases of shares of our common stock made during the quarter ended June 30, 2025 (in thousands, except share and per share data):


Period	Total Number of Common Shares Purchased	Average Price Paid per Common Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs
April 1 - 30	—	$	—	—	$	69,884
May 1 - 31	332,694	$	3.92	332,694	$	68,572
June 1 - 30	—	$	—	—	$	68,572
Total	332,694			332,694

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

None.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors

None.

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

(a)

Exhibit Number

Exhibit Description

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., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 13, 2023

3.1

Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on July 29, 2014

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on November 6, 2023

3.3

Certificate of Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 24, 2024

3.4

Fourth Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 24, 2024

4.1

Form of Indenture, incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3ASR filed on June 10, 2024

10.1

Amended and Restated Term Loan Credit Agreement, dated as of May 7, 2025, by and between Kirkland's Stores, Inc., as Lead Borrower, the Borrowers named therein, the Guarantors named therein, Beyond, Inc., as Administrative Agent and Collateral Agent and the Lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 12, 2025

10.2

Letter Amendment to Subscription Agreement, dated as of May 7, 2025, by and between Kirkland's, Inc. and Beyond, Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 12, 2025

10.3

Amended and Restated Investor Rights Agreement, dated as of May 7, 2025, by and between Kirkland's, Inc. and Beyond, Inc., incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 12, 2025

10.4

Asset Purchase Agreement, dated as of May 7, 2025, by and between Kirkland's, Inc. and Beyond, Inc., incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on May 12, 2025

10.5

Amended and Restated Collaboration Agreement, dated as of May 7, 2025, by and between Kirkland's, Inc. and Beyond, Inc., incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on May 12, 2025

10.6

License Agreement Letter Agreement, dated as of May 7, 2025, by and between Kirkland's, Inc. and Beyond, Inc., incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on May 12, 2025

10.7

Amendment to the Amended and Restated Beyond, Inc. 2005 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2025

31.1*

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2*

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32.1**

Section 1350 Certification of Principal Executive Officer

32.2**

Section 1350 Certification of Principal Financial Officer

101

Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated Financial Statements.

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included as Exhibit 101).

______________________________________

* Filed herewith.

** Furnished herewith.

*** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(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.

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SIGNATURES

Pursuant to the requirements 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.


Date:	July 29, 2025	BEYOND, INC.

		/s/ ADRIANNE B. LEE
		Adrianne B. Lee
		President and Chief Financial Officer (Principal Financial Officer)

Source: View Original Filing on SEC EDGAR

FAQ

How many TE Connectivity (TEL) shares did EVP John S. Jenkins sell?

He sold 45,850 common shares on 28 Jul 2025.

What was the average sale price for the TEL shares?

Weighted-average prices were $209.94 for 7,918 shares and $209.21 for 37,932 shares.

How many TEL shares does Jenkins now own?

His direct beneficial ownership stands at 24,625 shares after the transactions.

What was the option exercise price?

The stock options were exercised at $105.86 per share.

Were any derivative securities left outstanding?

No. The 45,850-share option grant was fully exercised; zero options remain from this grant.

[10-Q] Beyond, Inc. Quarterly Earnings Report

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How many TE Connectivity (TEL) shares did EVP John S. Jenkins sell?

What was the average sale price for the TEL shares?

How many TEL shares does Jenkins now own?

What was the option exercise price?

Were any derivative securities left outstanding?

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FAQ

How many TE Connectivity (TEL) shares did EVP John S. Jenkins sell?

What was the average sale price for the TEL shares?

How many TEL shares does Jenkins now own?

What was the option exercise price?

Were any derivative securities left outstanding?

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