Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance metrics of the Company. For further information concerning how the Company aligns executive compensation with the Company’s performance, refer to the section entitled “Compensation Discussion and Analysis.”

In 2024, we had two PEOs, Mr. Nielsen (“First PEO”), who served as our PEO until February 20, 2024, our Division CEO of Overstock and co-PEO from February 20, 2024 through June 14, 2024, and our President and PEO from June 14, 2024 through March 10, 2025, and Ms. Holt (“Second PEO” in 2024), who served as our Division CEO of Bed Bath & Beyond and co-PEO from February 20, 2024 through June 14, 2024. In 2023, we had two PEOs, Mr. Nielsen, our then Interim CEO, and Mr. Johnson (“Second PEO” in 2023, 2022, 2021, and 2020), our former CEO. The following Pay Versus Performance Table sets forth information concerning the compensation of our PEOs and other non-PEO NEOs for each of the fiscal years (“FY”) ending December 31, 2020, 2021, 2022, 2023 and 2024 and our financial performance for each such fiscal year.

Pay Versus Performance Table


Year	Summary Compensation Table Total		Compensation Actually Paid		Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2)	Value of Initial Fixed $100 Investment Based on:		Net Income (loss) (thousands)	Revenue (thousands) (5)
Year	for First PEO ($) (1)	for Second PEO ($) (1)	to First PEO ($) (2)	to Second PEO ($) (2)			Total Shareholder Return ($) (3)	Peer Group Total Shareholder Return ($) (4)	Net Income (loss) (thousands)	Revenue (thousands) (5)
2024	$4,558,064	$5,110,167	$102,781	$613,667	$3,834,103	$170,723	$69.93	$188.41	($258,795)	$1,394,964
2023	$2,026,272	$6,141,284	$2,568,391	$4,219,767	$1,226,098	$1,308,216	$392.77	$168.04	($307,842)	$1,561,122
2022	—	$2,948,959	—	$265,216	$1,104,506	$138,218	$274.61	$138.26	($35,236)	$1,929,334
2021	—	$2,855,412	—	$3,904,925	$1,199,845	$1,647,994	$837.02	$202.49	$389,372	$2,756,446
2020	—	$1,527,318	—	$4,125,342	$674,606	$1,956,132	$680.43	$141.63	$56,001	$2,493,915

(1)

Amounts represent the amounts reported in the “Total” column of our Summary Compensation Table, as disclosed in the corresponding Proxy Statement for the relevant year, to our PEO(s) and other NEOs for the relevant fiscal year, as determined under SEC rules, which include the individuals outlined in the Historical NEO Table.

(2)

The Total Compensation Adjustments Table provides the adjustments to the amount reported in the “Total” column of our Summary Compensation Table, as disclosed in the corresponding Proxy Statement for the relevant year, to arrive at the compensation actually paid for the PEO(s) and the average compensation actually paid for Non-PEO NEOs for each relevant year, which include the individuals outlined in the Historical NEO Table. We made certain assumptions in valuing equity for our compensation actually paid calculations to determine the fair value or change in fair value as of the applicable year-end date. The assumptions used for each valuation date included stock price, risk-free rate, stock price volatility, expected exercise behavior and the probable outcome of any applicable performance conditions. These assumptions were determined based on the same methodologies as used to determine grant date fair values and were estimated in accordance with FASB ASC Topic 718.

(3)

Our Total Shareholder Return (“TSR”) amounts reported in the table include an initial fixed investment of $100 on December 31, 2019 and are calculated using the stock price at market close on the following days: (i) December 31, 2019 ($7.05 per share); (ii) December 31, 2020 ($47.97 per share); (iii) December 31, 2021 ($59.01 per share); (iv) December 30, 2022, the last business day before December 31, 2022 ($19.36 per share); (v) December 29, 2023, the last business day of 2023 ($27.69 per share); and (vi) December 31, 2024 ($4.93 per share); TSR amounts exclude a digital dividend of preferred stock (OSTKO) issued by the Company on May 19, 2020 as the preferred stock (OSTKO) was subsequently converted into shares of common stock (OSTK) on or about June 14, 2022.

(4)

Peer Group TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P Retail Select Index is the same index we use in our performance graph in the 2024 Form 10-K (“Peer Group”).

(5)	We have identified Revenue as our “most important” financial performance measure used to link executive compensation to our Company performance.

Historical NEO Table (part of footnotes 1 and 2 to Pay Versus Performance Table)

The following table indicates our PEO and remaining NEOs for each relevant fiscal year, as determined under SEC rules.


Year	PEO(s)	Non-PEO NEOs
2024	David J. Nielsen and Chandra R. Holt	Adrianne B. Lee, Marcus A. Lemonis, E. Glen Nickle, and Carlisha B. Robinson
2023	David J. Nielsen and Jonathan E. Johnson III	Adrianne B. Lee, E. Glen Nickle, Carlisha B. Robinson, Joel G. Weight, Carter P. Lee, and Angela Hsu
2022	Jonathan E. Johnson III	Adrianne B. Lee, David J. Nielsen, Angela Hsu, and Joel G. Weight
2021	Jonathan E. Johnson III	Adrianne B. Lee, David J. Nielsen, Carter P. Lee, Meghan E. Tuohig, Elizabeth W. Solomon, and Ronald Hilton
2020	Jonathan E. Johnson III	Adrianne B. Lee, Robert P. Hughes, Anthony D. Strong, David J. Nielsen, Carter P. Lee, and Joel G. Weight

Total Compensation Adjustments Table (part of footnote 2 to Pay Versus Performance Table)

The following table provides the adjustments to the amount reported in the “Total” column of our Summary Compensation Table, as disclosed in the corresponding Proxy Statement for the relevant year, to arrive at the compensation actually paid to the PEO and the average for Non-PEO NEOs for each relevant year.


	2020		2021		2022		2023			2024
Adjustments	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs	First PEO	Second PEO	Average Non-PEO NEOs	First PEO	Second PEO	Average Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	($546,500)	($176,569)	($1,818,300)	($618,067)	($2,043,000)	($638,685)	($1,399,998)	($3,599,999)	($716,668)	($3,436,000)	($4,496,500)	($3,306,913)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$2,461,835	$962,819	$1,180,200	$295,050	$968,000	$290,400	$1,741,507	$0	$718,717	$210,168	$0	$206,038
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	$31,665	$195,096	$47,500	$20,350	$0	$0	$0	$1,712,118	22,473	$0	$0	$0
Increase/(deduction) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	$626,508	$278,780	$441,611	$168,673	($1,189,540)	($455,995)	$138,844	$0	56,462	($1,106,045)	$0	($425,185)
Increase/(deduction) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$24,516	$30,800	$1,198,502	$635,446	($419,203)	($162,009)	$61,765	($33,636)	20,493	($123,406)	$0	($85,463)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	$0	($9,400)	$0	($53,303)	$0	$0	$0	$0	($19,360)	$0	$0	($51,856)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Total Adjustments	$2,598,024	$1,281,526	$1,049,513	$448,149	($2,683,743)	($966,289)	$542,119	($1,921,517)	$82,117	($4,455,283)	($4,496,500)	($3,663,380)

Named Executive Officers, Footnote

Historical NEO Table (part of footnotes 1 and 2 to Pay Versus Performance Table)

The following table indicates our PEO and remaining NEOs for each relevant fiscal year, as determined under SEC rules.


Year	PEO(s)	Non-PEO NEOs
2024	David J. Nielsen and Chandra R. Holt	Adrianne B. Lee, Marcus A. Lemonis, E. Glen Nickle, and Carlisha B. Robinson
2023	David J. Nielsen and Jonathan E. Johnson III	Adrianne B. Lee, E. Glen Nickle, Carlisha B. Robinson, Joel G. Weight, Carter P. Lee, and Angela Hsu
2022	Jonathan E. Johnson III	Adrianne B. Lee, David J. Nielsen, Angela Hsu, and Joel G. Weight
2021	Jonathan E. Johnson III	Adrianne B. Lee, David J. Nielsen, Carter P. Lee, Meghan E. Tuohig, Elizabeth W. Solomon, and Ronald Hilton
2020	Jonathan E. Johnson III	Adrianne B. Lee, Robert P. Hughes, Anthony D. Strong, David J. Nielsen, Carter P. Lee, and Joel G. Weight

Adjustment To PEO Compensation, Footnote

Total Compensation Adjustments Table (part of footnote 2 to Pay Versus Performance Table)

The following table provides the adjustments to the amount reported in the “Total” column of our Summary Compensation Table, as disclosed in the corresponding Proxy Statement for the relevant year, to arrive at the compensation actually paid to the PEO and the average for Non-PEO NEOs for each relevant year.


	2020		2021		2022		2023			2024
Adjustments	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs	First PEO	Second PEO	Average Non-PEO NEOs	First PEO	Second PEO	Average Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	($546,500)	($176,569)	($1,818,300)	($618,067)	($2,043,000)	($638,685)	($1,399,998)	($3,599,999)	($716,668)	($3,436,000)	($4,496,500)	($3,306,913)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$2,461,835	$962,819	$1,180,200	$295,050	$968,000	$290,400	$1,741,507	$0	$718,717	$210,168	$0	$206,038
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	$31,665	$195,096	$47,500	$20,350	$0	$0	$0	$1,712,118	22,473	$0	$0	$0
Increase/(deduction) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	$626,508	$278,780	$441,611	$168,673	($1,189,540)	($455,995)	$138,844	$0	56,462	($1,106,045)	$0	($425,185)
Increase/(deduction) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$24,516	$30,800	$1,198,502	$635,446	($419,203)	($162,009)	$61,765	($33,636)	20,493	($123,406)	$0	($85,463)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	$0	($9,400)	$0	($53,303)	$0	$0	$0	$0	($19,360)	$0	$0	($51,856)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Total Adjustments	$2,598,024	$1,281,526	$1,049,513	$448,149	($2,683,743)	($966,289)	$542,119	($1,921,517)	$82,117	($4,455,283)	($4,496,500)	($3,663,380)

Non-PEO NEO Average Compensation Actually Paid Amount

$ 170,723

1,308,216

138,218

1,647,994

1,956,132

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs Cumulative TSR

(1)

Our Total Shareholder Return amounts reported in the table include an initial fixed investment of $100 on December 31, 2019 and are calculated using the stock price at market close on the following days: (i) December 31, 2019 ($7.05 per share); (ii) December 31, 2020 ($47.97 per share); (iii) December 31, 2021 ($59.01 per share); (iv) December 30, 2022, the last business day before December 31, 2022 ($19.36 per share); (v) December 29, 2023, the last business day before December 31, 2023 ($27.69 per share); and (vi) December 31, 2024 ($4.93 per share); TSR amounts exclude a digital dividend of preferred stock (OSTKO) issued by the Company on May 19, 2020 as the preferred stock (OSTKO) was subsequently converted into shares of common stock (OSTK) on or about June 14, 2022.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid vs Revenue

Tabular List, Table

Pay Versus Performance Tabular List

The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2024:

•

Revenue;

•	G&A and Technology Expenses as a Percentage of Gross Profit;

•	Active Customers; and

•	Stock Price.

Peer Group Total Shareholder Return Amount

188.41

168.04

138.26

202.49

141.63

Company Selected Measure Amount

1,394,964,000

1,561,122,000

1,929,334,000

2,756,446,000

2,493,915,000

Share Price

$ 4.93

$ 59.01

$ 47.97

$ 27.69

$ 19.36

$ 7.05