STOCK-BASED AWARDS

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

12. STOCK-BASED AWARDS

We have equity incentive and compensatory plans that provide for the grant of stock-based awards, including restricted stock and performance shares to employees and board members and provide employees the ability to purchase shares of our common stock through an employee stock purchase plan. Employee accounting applies to equity incentives and compensation granted by the Company to its own employees. When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture.

Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands):


	Three months ended March 31,
	2025		2024
Cost of goods sold	$	1	$	—
Sales and marketing	103		222
Technology	57		1,980
General and administrative	933		2,574
Total stock-based compensation	$	1,094	$	4,776

Beyond restricted stock unit awards

The Beyond, Inc. Amended and Restated 2005 Equity Incentive Plan provides for the grant of restricted stock units and other types of equity awards to employees and directors of the Company. The Compensation Committee of the Board of Directors approves grants of restricted stock unit awards to our officers, board members and employees. These restricted stock unit awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us. In addition to our traditional equity awards, in fiscal 2024, we changed our vesting schedule for restricted stock units from three years to four years for all restricted stock units granted to employees below Vice President level. These restricted stock unit awards will vest at 25% each year. In the first quarter of fiscal 2025, we adjusted back to the prior vesting schedule of a three-year vesting schedule.

The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant and compensation expense is either recognized on a straight-line basis over the vesting schedule or on an accelerated schedule when vesting of restricted stock awards exceeds a straight-line basis. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the grant date fair value of the award that is vested at that date.

Performance Shares

During the three months ended March 31, 2025, we granted 472,240 performance-based shares ("PSUs") to our executive management team under the 2025 performance share award agreement. Each grant of PSUs is eligible to vest based on achieving three performance metrics, with 50% of the target number of PSUs multiplied by the Adjusted EBITDA Performance Multiplier, 25% of the target number of PSUs multiplied by the Gross Margin Performance Multiplier, and 25% of the target number of PSUs multiplied by the Contribution Margin Performance Multiplier, with the potential weighted average maximum payout of 135% of the "Target" number of PSUs. To the extent any of the PSUs become earned based on our achievement of the three aforementioned performance metrics, such earned PSUs will vest as to one-third of the earned PSUs on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through the vesting date. To be eligible to vest in any tranche of the PSUs, we must meet the threshold performance metrics established for the performance period. We recognize expense as compensation cost based on the fair value on the date of grant over the performance period, taking into account the probability that we will satisfy the performance goals.

Stock-based compensation related to the PSUs is included in the stock-based compensation expense table above combined with the expense associated with our restricted stock units, performance share options, and ESPP. Stock-based compensation related to the PSUs was a credit of $2.1 million due to staff related reductions for the three months ended March 31, 2025.

Performance Share Options

Stock-based compensation related to the Performance Share Option is included in stock-based compensation expense table above combined with the expense associated with our restricted stock units, PSUs, and ESPP. Stock-based compensation related to the performance share options was $1.0 million for the three months ended March 31, 2025.

The following table summarizes restricted stock unit, PSU, and Performance Share Option award activity (in thousands, except per share data):


	Three months ended March 31, 2025
	Units	Weighted Average Grant Date Fair Value
Outstanding—beginning of year	3,564	$	20.98
Granted at fair value	1,027	7.96
Vested	(275)	26.43
Forfeited	(542)	16.49
Outstanding—end of period	3,774	$	7.19

Employee Stock Purchase Plan

Purchases under the 2021 Employee Stock Purchase Plan (the "ESPP") during the three months ended March 31, 2025 and 2024 were 90,921 shares and 56,575 shares, respectively, at an average purchase price per share of $5.43 and $16.53, respectively. At March 31, 2025, approximately 2.6 million shares of common stock remained available under the ESPP.

Stock-based compensation related to the ESPP is included in the stock-based compensation expense table above combined with the expense associated with our restricted stock units, PSUs, and performance share options. Stock-based compensation related to the ESPP was $162,000 and $346,000 for the three months ended March 31, 2025 and 2024, respectively.