SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nielsen David J.

(Last)

(First)

(Middle)

433 ASCENSION WAY

3RD FLOOR

(Street)

MURRAY

84123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEYOND, INC. [ BYON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/04/2025		A		64,566		⁽¹⁾	⁽¹⁾	Common Stock	64,566	$0	85,531	D
Performance Shares	⁽²⁾⁽³⁾	02/04/2025		A		64,566		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	64,566	$0	64,566	D

Explanation of Responses:

1. 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.

2. 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%).

3. 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.

	/s/ Allison Fletcher, Attorney-in-Fact	02/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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