November 17, 2023

An Open Le er to the Board of Directors of Beyond, Inc.:

JAT Capital Management owns close to 10% of the outstanding equity of Beyond (formerly known as
“Overstock.com”). We have a empted to engage construc vely with investor rela ons, senior
management and the Board of Directors in recent months, making sugges ons of best prac ces that
might preserve and enhance value, and more recently poin ng out ac ons taken by management and
the board that appear to be destroying shareholder value. As we have stated repeatedly, JAT Capital is
not an ac vist fund. The overwhelming majority of what we do is completely passive with only moderate
interac on with the management of the businesses we invest in. On rare occasions we become more
interac ve when we believe there are areas that need to be improved which our long history of inves ng
might provide insight into how things might be be er accomplished. I have been personally doing this
for over 20 years. I have invested in hundreds of companies, interacted with thousands of management
teams and boards over the years, and like most people in my posi on like to believe I have seen virtually
everything a company might do. We have taken the more ac ve posture with Beyond because, quite
frankly, I have never seen such poor behavior by a Board in my career. The things that I have heard, the
things that have been spoken directly to me, and the ac ons I have witnessed are in a category that I
have never seen. I like to believe that everyone deserves the benefit of the doubt, and maybe these
ac ons are simple errors in judgement or might even have some logical explana on, but of course a er a
string of repeated ac ons are taken that all point in the same direc on, it is natural to ques on whether
people have bad intent. In recent weeks we have asked some basic ques ons about why the Company,
and specifically the Board, are doing some of the things they are doing, and the Company has refused to
answer these ques ons. More recently the Company has stopped communica ng with me en rely,
seemingly at the bad advice of expensive lawyers being paid with shareholder money to accomplish a
task I cannot understand. That is why I am wri ng this le er.

One of the most damning ac vi es any en ty can engage in is permi ng or feeding into the percep on
that bad intent or bad behavior exists. Most en es will aggressively fight this percep on because failing
to do so o en means death for the organiza on. Such a percep on typically occurs when organiza ons
make odd decisions and refuse to explain why. Reasonable people will wonder “what is this person
hiding?” This dynamic has been building at Beyond for some me now, and the last few months have
amplified it drama cally. This percep on must be dealt with, one way or another.

It is my strong desire that the Board be forced to explain what it is doing. This is not an unreasonable
ask. The ac ons cited below which the Board has taken in the last 60 days appear to be to the detriment
of the company and shareholders, seem to benefit members of the Board and insiders, are inexplicable,
and this Board has refused to explain why they have made these decisions. My hope is that by wri ng
this le er, and providing it to the public, the Board will be asked these ques ons by everyone. The
ac ons being taken by these people impact everyone involved. If you are an employee of Beyond,
demand answers to these ques ons. Don’t become collateral damage to the bad ac ons of an
entrenched board. If you are a vendor a emp ng to sell your products on this pla orm, the health of
the business ma ers to you – ask these ques ons. If you are an investor in the Company, it is my view
that there is enormous value to be achieved here, but this Board is standing in the way – ask these
ques ons and demand answers. If you cover the Company on the sellside, nothing you are wri ng about
ma ers more than what this Board is doing right now – ask these ques ons. If you are a member of the
media, this situa on is a case study in corporate governance – ask these ques ons. If you are on the
Board of this Company, I implore you, stop si ng passively and taking direc on from Allison Abraham
and the lawyers she is taking advice from. These lawyers have been hired to mount a defense – a
defense against what? Ask these ques ons, and demand answers. If you are a former employee or
simply have rela onships with people in and around this Company, reach out to the Board and senior
management and ask these ques ons.

More importantly, when you ask these ques ons please listen to the answers (if you can get them to
answer at all). What you will hear from them is nonsensical and seemingly disingenuous (some of the
answers provided are simply false on their face, leaving reasonable people to ques on why they are
being offered). Please do not simply accept these answers without further explana on. Something
strange is happening here, and the people in charge must explain themselves.

Below are 10 ques ons about ac ons taken by the Board in recent weeks. Each of these appear to harm
the business, seem to benefit individuals on the Board, and the Board has refused to explain why they
are taking these ac ons:

1) Why isn’t Marcus Lemonis being elevated to a posiƟon of operaƟonal authority? The company
just fired the CEO. The company is in desperate need of opera onal leadership (the Board
openly acknowledges that their only priority right now is finding a permanent CEO). There is no
ques on that Marcus is the most qualified and experienced individual on the Board or involved
with this Company in any capacity. It is a virtual certainty that the CEO search will not result in a
CEO candidate with Marcus’ resume or skillset. He has offered his me and skills to the
Company, for free, and for unknown reasons the Board is not permi ng him unfe ered access
to the business. The interim CEO has asked for his help. Both Jonathan Johnson had previously
and the Board is now interfering in his ability to get involved. To state this as clearly as I can, a
top caliber operator is offering to park himself inside the company and help management fix the
business. The CEO is openly reques ng this assistance. Marcus is offering this service for free
and with the full oversight of the rest of the Board, and the Board is not gran ng this request
and refuses to explain why. I can’t even create a hypothe cal explana on for this that doesn’t
involve bad intent.
2) Why was Jonathan Johnson’s board seat removed? When Jonathan was removed in early
November the Board made the decision to eliminate his board seat. Unsurprisingly Beyond has a
“staggered board” which means that only 3 seats come up for shareholder vote per year, and
Jonathan’s seat was one of the three seats up for vote in 2024. The move to remove this seat
appears to be some version of a proxy defense, weakening the shareholders ability to have a say
in the Board room. Perhaps worse, it has also le the Company in the posi on where there is no
representa ve of management or the employees on the Board. The interim CEO would like to
have that seat, and having the CEO on the Board is a standard prac ce to make sure the Board
has all of the opera onal facts at its disposal when making decisions. When the former CEO
Patrick Byrne was removed in 2019, Beyond did not remove his board seat. This appears to be
Allison Abraham listening to her lawyers advising her to protect the Board against a shareholder
vote to replace Board members. This ac on harms the shareholders and protects the Board.
Why is anyone going along with this?
3) Why was Marcus Lemonis not involved in the 3rd quarter earnings call? The company has
acknowledged that Marcus was in Salt Lake City during the week of the earnings call working
with the team to understand the business and develop a go forward plan. It is further
 acknowledged that he wrote the prepared remarks for the call. It was requested by shareholders
and was in fact the plan that Marcus be on the call. At the last minute some group of insiders
made the decision to prohibit Marcus from par cipa ng in the call. When asked why this
occurred, Allison Abraham told me directly that they “were worried that Marcus being on the
call might give the appearance that Marcus is in charge.” By defini on the CEO is in charge, but
this admission seems to directly acknowledge that Marcus is, in fact, clearly the most qualified
person in the room. Leaving him off the call is bad for shareholders and only served to bolster
the reputa on of Jonathan Johnson. This appears to be the same dynamic occurring at the Board
level right now.
4) Why were investor conferences cancelled? It recently came to our a en on that the Company
has cancelled all previously scheduled appearances at investor conferences. It appears that the
Company made this decision to avoid answering the very ques ons in this le er. Investor
conferences are a cri cally important investor rela ons ac vity to convey the company message,
manage expecta ons and broaden the investor base. Deciding not to do so is destruc ve to
shareholder value. Deciding not to do so because you are unwilling to answer basic ques ons
about Board behavior is highly suspicious and gives rise to the percep on of inside dealing and
self‐preserva on.
5) Why is the Board suspicious of Marcus Lemonis and what bad outcome are you protecƟng
against? In one of the few instances where I have been able to engage with a member of the
Board on the subject of why Marcus Lemonis wasn’t being permi ed to help manage the
business, Allison Abraham acknowledged to me that she (and others) were worried that “Marcus
has a secret nefarious plot”. She has allegedly repeated this same concern to the interim CEO
Dave Nielsen. When pressed on what that “nefarious plot” might be, she acknowledges that she
doesn’t know. When asked what evidence she has that might lead her to believe there is a
“nefarious plot”, she says she has none. When asked what bad outcome Marcus might achieve in
the worst possible version of a “nefarious plot”, Allison acknowledges she can’t think of one. But
seemingly based on this unfounded irra onal suspicion the Board has rallied behind Allison to
keep Marcus on the sidelines and less involved in the business than he, investors and even the
CEO would like. It makes no sense. Truth is I wouldn’t believe this interac on took place if I
hadn’t had it myself.
6) Why isn’t the compensaƟon structure being changed? We have both privately and publicly
pointed out that the Board and senior management compensa on structure is off‐market for
Beyond’s size and current cash burn profile. We have suggested that the high cash plus RSU
structure be replaced with a significant op on pool that might be used to a ract and retain
talented personnel to both the Board and management. Not doing so would seem to harm
shareholders in the sense that we are le with subpar candidates only interested in cash comp,
but benefits exis ng Board members intent on both retaining their posi ons and keeping the
cash stream intact (Allison Abraham, for example, has been paid hundreds of thousands of
dollars each year for approximately 20 years. It is worth no ng that during that tenure while
Board members have been paid millions of dollars the stock is essen ally flat (it IPO’d at $13 in
2002), it has gone through 3 CEOs, and the business is now faltering. Yet we con nue to pay the
same people giant salaries year a er year). This gives rise to the percep on that the Board is
intent on self‐preserva on and inside dealing.
7) Why won’t the Board engage directly with shareholders who are asking basic quesƟons? JAT
Capital does not want to be an ac vist. We have asked ques ons about why individuals are being
chosen to run the business (or being prohibited from doing so), why certain assets aren’t being
mone zed, why investor communica on is handled the way it is, etc. In response to these
ques ons, it appears that the Board has hired an expensive legal defense team (using
 shareholder dollars) and has stopped communica ng with shareholders. It isn’t clear what the
Company is defending against, other than against answering ques ons. This gives rise to the
percep on that there are things the Company is trying to hide (i.e. if you won’t tell me why you
are doing something, I must wonder if your inten ons are bad). Communica ng with
shareholders is not an unreasonable ask.
8) How is the CEO search being conducted? The company has publicly stated that it is engaged in a
CEO search and board members have told me directly that they are so collec vely consumed
with the CEO search that they have no me to address shareholder inquiries. This allegedly came
as a surprise to the interim CEO who was unaware of any ac ons taken to begin that search. Has
an outside firm been engaged? Has a comp structure been established to recruit a new CEO?
Which members of the Board will choose the new CEO? What is the meline being given to the
search, and consequently the interim CEO to audi on for the job which he is very enthusias c to
obtain? Most importantly, isn’t the CEO search being impaired by the Board’s own behavior?
Who exactly wants to take a job with these kinds of shenanigans happening at the Board level?
Can shareholders have faith that a CEO won’t be chosen purely on the basis of whether that
person will do the bidding of entrenched board members?
9) Why was Jonathan Johnson paid severance despite the press release indicaƟng that he
stepped down? Severance is reserved for employees terminated without cause. Poorly
managing the business for many many years is not necessarily “cause”, so paying Johnson
severance is perfectly appropriate. Shareholders had been openly calling for this Board to take
decisive ac on to course correct a badly managed business, and the removal of the CEO would
have been the first indica on that the Board understood that concept and was taking steps to
preserve shareholder value. Rather than termina ng Johnson and publicly saying so (a
statement that would have been well received by everyone involved), the Board decided to cra
a press release along with Jonathan sugges ng that he had stepped down, and even making the
ludicrous statement that he and the Board had jointly concluded that “now was the ideal me”
for a leadership transi on. Now is the ideal me? In the middle of a company re‐branding effort,
just as the company embarks on a $150 million marke ng campaign? And that coincidentally
coincides with shareholders calling for Johnson’s removal? Wri ng a press release that twists the
facts and makes disingenuous characteriza ons of the situa on, par cularly when that ac on
benefits an employee that has been there for 20 years along with his friends Allison Abraham
and Joe Tobacco, furthers the percep on that the Board is engaged in self‐preserva on and
inside dealing. It is of further note that an employee in Jonathan’s situa on who is receiving a
severance package would have both a release and a clawback mechanism as part of the
agreement – did this Board require Jonathan to have either of those things? Helping yourself
and your friends at the expense of the Company and shareholders would be the very defini on
of inside dealing.
10) What is going on with Medici? We have asked that the Company mone ze these assets, as we
es mate they are presently worth $10 per share or more (other es mates are significantly
higher). The board has refused to engage with us on this topic other than to say that they
“evaluated strategic alterna ves in 2021” when they made the decision to outsource the
management of these assets to Pelion Venture Partners. A er examining the Pelion agreement,
a lot of ques ons arose for us. Why was this transac on entered into in the first place? Pelion
receives both a management fee AND 30% of the upside. At the me this transac on occurred
the outlook for crypto and blockchain was more favorable than it is today, but even in today’s
market this deal represented a transfer of value from Beyond to Pelion of hundreds of millions of
dollars. Three years ago it likely was believed to be many mul ples of that. So why? On cursory
examina on we can see that there are close personal rela onships that exist between former
 CEO Jonathan Johnson and senior leadership at Pelion. Was this part of the decision process to
use Pelion? Are these rela onships part of why these assets are not being mone zed today? We
have asked how the Pelion deal came to be and have not been given an answer. At the very least
any personal rela onships that exist between Johnson, the Board and Pelion’s management
should be disclosed and explained.

These are our current top 10. I could go on and on. These are basic ques ons, and investors and
employees deserve to hear the answers to them. Several of these ques ons relate to current ac ons
being taken that are clearly bad for the business and shareholders, but also appear to benefit individuals
on the Board. Everyone involved in this situa on should be outraged that this Board refuses to engage
on these ma ers.

I encourage everyone who reads this le er to ask these ques ons to anyone at this Company or on this
Board you have access to. Force them to give you answers. Do not permit them to blow you off with
silence or nonsensical, disingenuous answers. There are many ways to solve this problem, but the Board
finally agreeing to just do the right thing which is both their duty but also what everyone is asking of
them is the easiest and most efficient.

Finally, to the Board. If you are one of the “non‐legacy” board members, I implore you, please protect
the shareholders. I can empathize with the fact that you probably didn’t sign up for a dynamic where
Allison and Jonathan hired a orneys and you are being instructed to go along with a proxy defense
which runs the risk of you taking votes that will be scru nized down the road and may impact your
future involvement in other boards. But this is the situa on you find yourself in. The good news is that
there is nothing even remotely controversial about any of the above. Tell Allison and her team to simply
come to the table to answer these ques ons. If she refuses to do so it is likely because she doesn’t like
the answers, in which case either step forward and fix the situa on or resign. You didn’t sign up for that,
but that’s what you have. Please do the right thing. It is your duty but happens to also help shareholders
and innocent employees avoid becoming collateral damage to a path being pushed by individuals who
don’t seem to be concerned with those cons tuents.

JAT Capital remains commi ed to pursuing all available means to maximize the value of this posi on. It is
clear to us that inser ng Marcus into a posi on of leadership and authority probably results in much of
the above coming together, and that would be the clearest, most important near‐term ask.

We look forward to eventually hearing answers from the Company to the above, and the Board finally
doing the right thing.