BED BATH & BEYOND, INC. — Director's Dealing 2025

Feb 7, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BEYOND, INC. (BYON)
CIK: 0001130713
Period of Report: 2025-02-04

Reporting Person: Nielsen David J. (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-04	Restricted Stock Units	$	A	64566	Acquired		Common Stock (64566)	Direct
2025-02-04	Performance Shares	$	A	64566	Acquired		Common Stock (64566)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Beyond, Inc. common stock. The restricted stock units vest in three equal installments at the close of business on February 4, 2026, February 4, 2027 and February 4, 2028. Vested shares will be delivered to reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted RSUs with different vesting schedules.

F2: Each performance share represents a contingent right to receive one share of Beyond, Inc. common stock. Performance shares that meet the required performance metrics ("PM") vest in three equal installments at the close of business on February 4, 2026, February 4, 2027 and February 4, 2028. There are three weighted PM that must be achieved for respective shares to vest:
(1) EBITDA PM: 50% weight; based on achieving a negative $5 million EBITDA 3-month run rate (to achieve 100%), or a $0 EBITDA 3-month run rate (to achieve 120%); in either instance full-year EBITDA must be no less than negative $44 million;
(2) Gross Margin "GM" PM: 25% weight; based on achieving 23% GM (to achieve 50%), 25% GM (to achieve 100%), or 28% GM (to achieve 150%); in any instance full-year gross profit must reach $300 million; and
(3) Contribution Margin "CM" PM: 25% weight; based on achieving 3% CM (to achieve 50%), 6% CM (to achieve 100%), or 9% CM (to achieve 150%).

F3: Vested shares will be delivered to reporting person promptly after the performance shares vest. Amount shown does not include previously granted PSUs with different vesting schedules.