Beyond, Inc. Directs tZERO Board of Directors to Prioritize Specific Tasks to Capitalize on Present Market Conditions

Beyond, Inc. (NYSE:BYON) (the “Company”), owner of Bed Bath & Beyond, Overstock, buybuy BABY, and a blockchain asset portfolio, today announced that it has sent a follow-up letter to tZERO’s management and Board of Directors urging it, as tZERO’s largest equity holder, to take specific and prioritized actions to unlock value and capitalize on the present favorable market conditions.

A Follow-Up Letter to tZERO Board of Directors:

Dear Members of the Board of Directors,

Further to the letter I sent last week, I want to double down on what I said, tZERO has all the foundational ingredients to lead the digital assets space in the U.S. The licenses, IP, and early market position are there. But now it’s about execution.

We believe the company is at a pivotal point. To unlock the full value and capitalize on the growing institutional and regulatory momentum, we need to move quickly and deliberately. As the largest equity holder of tZERO, here are the actions we strongly recommend and would like to see prioritized:

• File a shelf registration or consider leveraging Beyond as a public platform using its existing infrastructure. Either path can provide the flexibility needed for capital raises, M&A activity, and broader strategic execution. The goal is to create optionality and remove constraints to growth.
• Restructure the board by bringing in individuals with real operating and regulatory experience in digital assets. The current opportunity requires sharper, more specialized governance.
• Find global partners who can actively drive deal flow and contribute real-world assets to the platform and give them clear incentives to help grow it. That incentive needs to go beyond just unlocking the value of their own assets. It should include true upside: where their activity helps grow the ecosystem, they participate in the value creation of the platform itself.
• Advance the Layer 2 strategy, but only with partners who are ready to execute now. This must be tied directly to onboarding meaningful RWA volume and building usage from day one.
• Launch a full-scale marketing and PR initiative that elevates tZERO’s public presence and clearly communicates the differentiated value of our technology stack, including the Proof platform and the MAP (Marketplace Asset Protocol) infrastructure. These are meaningful assets, and we need the market to know it.
• Convert TZROP into equity. As the largest TZROP holder, we see far more long-term value in exchanging our revenue rights for equity in the company. We believe that a conversion at fair value would simplify the cap structure, align incentives across stakeholders, and give the company significantly more flexibility to raise capital, pursue partnerships, and execute on its roadmap. This is a critical step toward creating clarity and momentum.

Some of this may already be under discussion, and that’s good. But we’re urging you to take clear, visible action now. There’s a moment here, and we don’t want to look back and say we missed it.

We’re fully behind you, and we’re here to help. Let’s get moving.

Best,

/s/ Marcus

Marcus Lemonis

Executive Chairman, Beyond, Inc.

About Beyond

Beyond, Inc. (NYSE:BYON), based in Murray, Utah, 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. The Company currently owns Bed Bath & Beyond, Overstock, buybuy BABY, and other related brands and websites as well as a blockchain asset portfolio. The Company regularly posts information and updates on its Newsroom and Investor Relations pages on its website, Beyond.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding our quarterly earnings reporting and timing thereof. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025, and in our subsequent filings with the SEC.

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