ostk-20220309

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

(Exact name of Registrant as specified in its charter)

Delaware

000-49799

87-0634302

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

Identification Number)

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OSTK	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On March 9, 2022, Overstock.com, Inc. (the “Company”) announced that its Board of Directors has expanded the stock repurchase program it announced on August 17, 2021 (the “Repurchase Program”), to permit the Company to, from time to time, purchase outstanding shares of its Digital Voting Series A-1 Preferred Stock (OSTKO) and/or its Voting Series B Preferred Stock (OSTBP) in addition to the prior approval to purchase shares of its outstanding common stock. No other changes were made to the Repurchase Program; the aggregate repurchase price remains the same and is not to exceed $100 million at any time through December 31, 2023.

Repurchases under the Repurchase Program may be effected through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1).

The Repurchase Committee designated by the Board of Directors will determine the actual timing, number, and value of any shares repurchased under the Repurchase Program in its discretion using factors such as, but not limited to, stock price, trading volume, general market conditions, and the ongoing assessment of the Company’s capital needs. There is no assurance of the number or aggregate price of any shares that the Company will repurchase. The Repurchase Program may be extended, suspended, or terminated at any time by the Board of Directors.

This Current Report on Form 8-K contains certain 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 about whether or how the Company may repurchase shares under the repurchase program or how many shares, if any, the Company may repurchase. Additional information regarding factors that could materially affect results and the Company’s ability or willingness to repurchase any shares may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 25, 2022, and in our subsequent filings with the SEC. There also may be additional risks that the Company does not presently know about or that it currently believes are immaterial that could also impair its business or results of operations and could adversely affect the Company’s ability or willingness to repurchase any shares. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits


Exhibit No.			Description of Exhibit
104			The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OVERSTOCK.COM, INC.

	By:	/s/ E. Glen Nickle
		E. Glen Nickle
		Chief Legal Officer
	Date:	March 9, 2022