Beyond Meat, Inc.
A maker of plant-based meat alternatives, Beyond Meat crafts the Beyond Burger and Beyond Sausage from pea and other plant proteins to mimic the taste and texture of real meat, for everyone from flexitarians to committed meat eaters. Founder Ethan Brown licensed the technology from University of Missouri researchers in 2009, and the company originally went by the name Savage River before renaming itself Beyond Meat in 2011. Fun fact: the name was chosen to signal it went "beyond" traditional meat, and Bill Gates became an early backer after tasting a plant-based chicken taco.
10-Q · Quarter ended Jun 27, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A, Risk F…
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026 (the “2025 10-K”), Part II, Item 1A, Risk Factors and Note Regarding Forward-Looking Statements included elsewhere in this report and those discussed in other documents we file from time to time with the SEC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in this quarterly report and our audited consolidated financial statements and related notes included in our 2025 10-K. Our historical results are not necessarily indicative of the results to be expected for any future periods and our operating results for the three and six months ended June 27, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for any other interim period or for any other future year or period. Overview Beyond Meat is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats and other innovative plant-based food and beverage products. We seek to deliver the power of plants to consumers through our plant-based meat products, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating our plant-based meat products, and adjacent products that deliver taste and macronutrients from plants and plant-based ingredients. Our brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based protein to plant-based protein, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare. We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry. As of June 2026, Beyond Meat branded products were available across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, with certain of our products available generally for a limited time through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025. As the demand for plant-based meat products has continued to decline persistently over the past three years, we have continued to adjust to the changing market landscape and evolving patterns in consumer demand to position Beyond Meat for long-term growth. In addition to our cost-cutting initiatives, we have taken steps to broaden our distribution channels, including direct-to-consumer sales, optimize our distributor relationships and seek more effective consumer input to enable us to respond to shifts in consumer preferences. For example, we launched our Beyond Test Kitchen DTC platform, in the fourth quarter of 2025, giving consumers early access to new plant-based protein products, generally for a limited time, which allows us to test new products directly with consumers and obtain consumer feedback and make adjustments before investing in potential broader product releases. We have also sought to further simplify and improve the quality of product ingredients, including with the use of avocado oil in many of our products. We have also taken our first step in expanding our product portfolio to product adjacencies with the introduction in January 2026 of Beyond Immerse, a plant-based protein beverage, through our Beyond Test Kitchen DTC channel. We continue to focus on expanding our share of the market for plant-based meat products, particularly in select markets and geographies where we see both short- and long-term opportunities for growth, as well as where we believe we 55 Table of Contents can position ourselves as the go-to provider of healthy and desirable plant-based meats and other plant-based protein products. In early 2026, we commenced a strategic repositioning of our brand to “Beyond The Plant Protein Company,” under which we are expanding beyond our plant-based meat products into a broader portfolio of plant-based protein offerings across multiple categories and adjacencies, including products like Beyond Immerse, our first functional beverage line of sparkling plant-based protein drinks. This repositioning is intended to address prolonged weakness and category contraction in the traditional plant-based meat segment by leveraging our plant-based protein expertise, technology platform and brand to pursue new growth opportunities across multiple product categories and adjacencies. In April 2026, we entered into a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, to expand distribution of Beyond Immerse beyond the DTC channel into retail, convenience, foodservice and other outlets in the New York metropolitan area. The repositioning and beverage expansion will require incremental investment in marketing, distribution infrastructure and working capital, and there can be no assurance that these initiatives will be successful or generate returns sufficient to offset the required investment. See Part II, Item 1A, Risk Factors, included elsewhere in this report. Net revenues decreased to $68.8 million in the three months ended June 27, 2026 from $75.0 million in the three months ended June 28, 2025, representing an 8.2% decrease. Net revenues decreased to $127.0 million in the six months ended June 27, 2026 from $143.7 million in the six months ended June 28, 2025, representing an 11.6% decrease. Although we have a history of losses and negative cash flows from operating activities, we recognized net income of $16.4 million in the three months ended June 27, 2026, primarily due to a $57.7 million gain on debt extinguishment recorded in the same period, compared to a net loss of $31.8 million in the three months ended June 28, 2025, and net losses of $12.1 million and $92.9 million in the six months ended June 27, 2026 and June 28, 2025, respectively, as persistent weak demand in the plant-based meat category and for our products, changes in product sales mix and distribution losses in certain channels, among other things, resulted in declines in our net revenues that we were unable to offset with commensurate cost reductions. Loss from operations in the three months ended June 27, 2026 and June 28, 2025 was $30.8 million and $37.5 million, respectively. Loss from operations in the six months ended June 27, 2026 and June 28, 2025 was $71.9 million and $101.9 million, respectively. In the six months ended June 27, 2026 and June 28, 2025, we incurred negative cash flows from operating activities of $23.2 million and $58.0 million, respectively. Our operating environment continues to be negatively affected by several challenges, including, but not limited to, ongoing, further weakened demand in the plant-based meat category and for our products, particularly in the refrigerated plant-based meat subsegment, among others, adverse changes in consumer tastes and perceptions about plant-based meat, broad macroeconomic headwinds including inflation, high interest rates, waning consumer confidence and potential recessionary concerns in certain geographic regions, adverse changes in consumers’ perceptions about the health attributes of our products, increased competitive activity in the plant-based meat category, global events such as the ongoing war between Russia and Ukraine and the conflict in the Middle East (including with Iran), and their impacts on the surrounding areas and global economy, current and proposed future tariffs as well as their potential impact on availability of raw materials and/or distribution of our products, and increased uncertainty surrounding international trade policy and regulations, including through the implementation of retaliatory tariffs or related counter-measures and the negative effects of anti-American sentiment, among others, all of which have had and could continue to have unforeseen impacts on our actual realized results. In recent periods, our net revenues, gross profit, gross margin, earnings and cash flows have been adversely impacted by the following, each of which may continue to impact our business and financial condition in the future. •unfavorable changes in our product sales mix, including the launch of new products, which may carry lower margin profiles relative to existing products, increased sales to strategic QSR customers as a 56 Table of Contents percentage of our total sales, which generally carry a lower selling price per pound, and lower demand for our core products; •continued weak demand in the plant-based meat category and its resultant impact on our sales, particularly in the refrigerated plant-based meat subsegment; •the impact of general economic conditions in the U.S. and international markets on us, our customers, our suppliers, our vendors and consumers, including concerns related to inflation, geopolitical and economic uncertainty and instability, the conflict in the Middle East (including with Iran), and its impact on the surrounding areas and global economy, a potential recession, shutdowns of the federal government including regulatory agencies, tariffs and trade wars, increased energy and fuel costs, and the effects of those conditions on consumer spending; •unfavorable changes in consumers’ perceptions about the health attributes of plant-based meats, including our products, and increased competitive activity; •deceleration of the adoption of plant-based meat across Europe and ongoing regulatory uncertainty about labeling and marketing practices, which could negatively impact our ability to expand distribution of our products; •the impact of the plant-based meat sector’s premium pricing relative to animal protein, which has caused and could continue to cause consumers to avoid plant-based meat or trade down into cheaper forms of protein, including animal meat and other non-animal meat protein sources; •negative impacts on capacity utilization as a result of lower than anticipated demand and, therefore, production volumes, which have in the past and could in the future give rise to increased cost of goods sold per pound, co-manufacturer underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines, and/or the write-down or write-off of certain equipment and other fixed assets and impairment charges, all of which could negatively impact gross margin, driving less leverage on fixed costs and delaying the speed at which cost savings initiatives positively impact our financial results; •changes in forecasted demand, including for our core products—namely Beyond Burger, Beyond Beef, Beyond Chicken, Beyond Steak and Beyond Sausage—and others; •managing inventory levels, including sales to liquidation channels at lower prices, write-down or write-off of excess and obsolete inventory, or increase in inventory provision; •changes in our pricing strategy, including actions intended to improve our price competitiveness relative to competing products or to improve profitability; •increased cost of goods sold per pound due to input cost inflation, including higher transportation, storage, raw materials, energy, labor and supply chain costs; •potential disruption to our supply chain generally caused by distribution and other logistical issues, including the impact of cyber incidents at suppliers and vendors; and •our labor needs as well as those in the supply chain and at customers. Cost-Reduction Initiatives and Global Operations Review A key component of achieving our long-term business strategy is to achieve cost leadership and continue driving the cost of our products down over time. In response to the difficult environment and the negative impact of certain factors on our business and the overall plant-based meat category, beginning in 2022 we pivoted our focus toward sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating 57 Table of Contents expense reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2) inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on near-term retail and foodservice growth drivers while supporting key strategic long-term partners and opportunities. In 2023, we initiated our Global Operations Review, which involves narrowing our commercial focus to certain anticipated growth opportunities, and accelerating activities that prioritize gross margin expansion and cash generation. These efforts have to date included or resulted in, and may in the future include or result in, the exit or discontinuation of select product lines; entry into new, adjacent categories; changes to our pricing architecture within certain channels; cash-accretive inventory reduction initiatives; non-cash charges such as provision for excess and obsolete inventory and potential additional impairment charges, write-offs, disposals and accelerated depreciation of fixed assets, and losses on sale and write-down of fixed assets; further optimization of our manufacturing capacity and real estate footprint; workforce reductions; and the cessation of our operational activities in China in 2025. The following table summarizes the non-cash charges recorded in our unaudited condensed consolidated statements of operations in the three and six months ended June 27, 2026 and June 28, 2025 as a result of the cessation of our operational activities in China (in thousands): Three Months Ended June 27, 2026 Three Months Ended June 28, 2025 Six Months Ended June 27, 2026 Six Months Ended June 28, 2025 Cost of goods sold: Inventory write-offs $ — $ — $ — $ 260 Accelerated depreciation 1,560 1,703 2,106 2,340 Research and development expenses: Accelerated depreciation — 36 — 866 SG&A expenses: Loss on write-down and write-off of assets — — — 356 Total $ 1,560 $ 1,739 $ 2,106 $ 3,822 We may not be able to fully realize the cost savings and benefits initially anticipated from our cost-reduction initiatives and Global Operations Review, and the realized costs may be greater than expected. For additional information see Part I, Item 1A, Risk Factors—Risks Related to Our Business—Our strategic initiatives to improve our operations and product portfolio and improve our cost structure could have long-term adverse effects on our business, and we may not realize the operational or financial benefits from such actions, including achieving our profitability, cash flow and financial performance objectives, in our 2025 10-K. Correction of Previously Issued Interim Unaudited Condensed Consolidated Financial Statements During our fourth quarter and full year 2025 financial close procedures, we identified errors in our previously issued interim unaudited condensed consolidated financial statements for the first three quarters of 2025 relating to (i) inventory valuation and (ii) debt issuance costs. We determined that the errors were immaterial to our previously issued interim unaudited condensed consolidated financial statements for the three and six months ended June 28, 2025 and have corrected these errors in the accompanying interim unaudited condensed consolidated financial statements for the three and six months ended June 28, 2025 in accordance with Accounting Standards Codification (“ASC”) 250, “Accounting Changes and Error Corrections.” We have also corrected impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable. 58 Table of Contents As a result, the comparative financial information for the three and six months ended June 28, 2025 included in the unaudited condensed consolidated financial statements reflects these corrections and may differ from amounts previously reported in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025. To assist investors in reconciling amounts previously reported to the “as corrected” amounts presented herein, we have included tables that summarize the affected line items and totals in Note 2, Summary of Significant Accounting Policies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Readers should review those tables together with the discussion included in Note 2, and the unaudited condensed consolidated financial statements included herein. Components of Our Results of Operations and Trends and Other Factors Affecting Our Business Net Revenues We generate net revenues primarily from sales of our products to our customers across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, mainly in the United States, the EU and Canada, with certain of our products available generally for a limited time through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025. Following the initiation of our Global Operations Review, in recent periods, as part of our effort to reduce excess or obsolete inventory and generate incremental cash, we have also generated net revenues from ingredient sales. We present our net revenues by geography and distribution channel as follows: Distribution Channel Description U.S. Retail Net revenues from retail sales to the U.S. market (including DTC sales) U.S. Foodservice Net revenues from restaurant and foodservice sales to the U.S. market International Retail Net revenues from retail sales to international markets, including Canada International Foodservice Net revenues from restaurant and foodservice sales to international markets, including Canada The following factors and trends in our business have driven net revenue generation in prior periods and are expected to be key drivers of net revenue generation over time, subject to the challenges discussed herein: •the level of penetration across our retail channel, including mainstream grocery, mass merchandiser, club store and natural retailer channels, and our foodservice channel, including the desire by colleges and schools, foodservice establishments, including large Full Service Restaurant and/or global QSR customers, to add plant-based products to their menus and to highlight and retain these offerings; •the timing and success of our efforts to expand distribution channels, including our direct-to-consumer (“DTC”) channel, our distribution agreement to distribute Beyond Immerse, and the timing and success, including customer and consumer acceptance, of recently launched or new products such as Beyond Immerse, and our ability to secure broader distribution of recently launched or new products in retail and other channels; •the strength and breadth of our partnerships with global QSR restaurants and retail and foodservice customers; •the success of our pivot to focus on sustainable long-term growth, including focusing on near-term retail and foodservice growth drivers while supporting key strategic long-term partners and opportunities, and intensifying focus on channels and geographies that are exhibiting revenue growth; 59 Table of Contents •distribution expansion, the timing, success and level of trade and promotion discounts, market share growth, increased sales velocity, household penetration, repeat purchases, buying rates (amount spent per buyer) and purchase frequency across our channels, including the success of our DTC sales efforts, including through our Beyond Test Kitchen platform, and promotional programs at attracting new users to the plant-based meat category; •international sales of our products across geographies, markets and channels as we seek to expand the breadth and depth of our international distribution and grow our numbers of international customers; •our operational effectiveness and ability to fulfill orders in full and on time; •our continued innovation and product commercialization, including the introduction of new products and improvement of existing products, such as our Beyond IV generation of products, that would enable us to appeal to a broad range of consumers, specifically those who typically eat animal-based meat, and the introduction of new products as we broaden our product portfolio to include plant-based foods and beverages, such as Beyond Immerse, with a focus on product ingredients and compelling macronutrients; •enhanced marketing efforts and the success thereof, as we continue to build our brand, use our portfolio and marketing to directly counter misinformation about our products and the plant-based meat category, amplify our value proposition around taste, health and planet, serve as a best-in-class partner to both retail and foodservice customers to support product development and category management, and drive consumer adoption of our products; •investment in in-store execution and field resources focused on shelf availability, in-store presence and merchandising, including building out concentrated brand blocks and targeted promotions to drive increased sales; •overall market trends, including consumer awareness and demand for nutritious, convenient and high protein plant-based foods; and •localized production and third-party partnerships to improve our cost of production and increase the availability, accessibility and speed with which we can get our products to customers internationally. As we seek to stabilize and grow our net revenues, we continue to face the challenges described in the Overview above, including, but not limited to, ongoing, further weakened demand within the plant-based meat category and for our products, adverse changes in consumer tastes and perceptions, broad macroeconomic headwinds, increased competitive activity, and uncertainties related to tariffs and international trade policy, among others. We routinely offer sales discounts and promotions through various programs to customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. The expense associated with these discounts and promotions is estimated and recorded as a reduction in total gross revenues in order to arrive at reported net revenues. At the end of each accounting period, we recognize a contra asset to Accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $5.7 million and $6.2 million as of June 27, 2026 and December 31, 2025, respectively. In addition, we have made changes in our pricing architecture including price increases of certain of our products in our U.S. retail and foodservice channels, and may in the future make changes, which may have a negative impact on our net revenues, gross profit, gross margin and profitability, impacting period-over-period results. We continue to face increasing competition across all channels, and we expect that trend to continue. Moreover, we expect the competitive landscape to continue to evolve, including due to industry consolidation or realignment, or if consumers continue to trade down into cheaper forms of protein, including animal meat and other non-animal protein sources. In response, we expect 60 Table of Contents to continue to invest in promotional discounting to address the current consumer trend with more targeted key selling period activations that we expect will allow us to continue to build brand awareness and increase consumer trials of our products. Seasonality Generally, we expect to experience greater demand for certain of our products during the U.S. summer grilling season. In 2026, 2025 and 2024, U.S. retail channel net revenues during the second quarter were 12%, 5% and 21% higher than the first quarter, respectively. In general, any historical effects of seasonality have been more pronounced within our U.S. retail channel, with revenue contribution from this channel generally tending to be greater in the second and third quarters of the year, driven by increased levels of grilling activity, higher levels of purchasing by customers ahead of holidays, the impact of customer shelf reset activity and the timing of product restocking by our retail customers. In an environment of heightened uncertainty from potential recessionary and inflationary pressures, prolonged weakness in the plant-based meat category, competition and other factors impacting our business, we are unable to assess the ultimate impact on the demand for our products as a result of seasonality. Gross Profit and Gross Margin Gross profit consists of our net revenues less cost of goods sold. Gross margin is gross profit expressed as a percentage of our net revenues. Our cost of goods sold primarily consists of the cost of raw materials including ingredients and packaging, co-manufacturing fees, direct and indirect labor and certain supply costs, inbound and internal shipping and handling costs incurred in manufacturing our products, warehouse storage fees, plant and equipment overhead, depreciation and amortization expense, provision for excess and obsolete inventory and impairment charges, and accelerated depreciation on write-offs and disposals of fixed assets. Under certain circumstances, our cost of goods sold may also include underutilization and/or termination fees associated with our co-manufacturing agreements. Subject to potential recessionary and inflationary pressures, prolonged weakness in the plant-based meat category, competition and other factors impacting our business, we continue to expect that long-term gross profit and gross margin improvements will be delivered primarily through: •investments in production equipment allowing for automation of certain manual functions in the production cycle; •implementation of lean value streams across our beef, pork and poultry platforms; •exiting select product lines in order to eliminate margin-dilutive products or to streamline our supply chain operations; •improved volume leverage and throughput; •reduced manufacturing conversion costs driven in part by network consolidation and optimization of our production network; •greater internalization and geographic localization of our manufacturing footprint; •finished goods, materials and packaging input cost-reductions and scale of purchasing; •end-to-end production processes across a greater proportion of our manufacturing network; •refreshed demand planning and production scheduling processes; •scale-driven efficiencies in procurement and fixed cost absorption; 61 Table of Contents •product and process innovations and reformulations; •improved supply chain logistics and distribution costs; •optimization of assortment offerings through selected retailers with emphasis on higher margin products; •enhanced controls, systems monitoring and management controls over trade spend investments; •reviewing and adjusting our pricing architecture; and •expanding into new, margin-accretive product categories. Gross margin may, however, continue to be negatively impacted by reduced capacity utilization if demand for our products continues to decline, investments in our production infrastructure in advance of anticipated demand, which may not materialize within the expected timeframe if at all, investment in production personnel, partnerships and product pipeline, aggressive pricing strategies and increased discounting, increases in inventory provision, write-down or write-off of excess and obsolete inventory and potentially increased sales to liquidation channels at lower prices, changes in our product and customer sales mix, expansion into new geographies and markets where cost and pricing structures may differ from our existing markets, failure to realize expected unit economics in new, adjacent product categories, and co-manufacturer underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines and, in some instances, certain non-routine charges. Gross margin improvement is also expected to continue to be negatively impacted by the impact of inflation, tariffs and increasing labor costs, materials costs and transportation costs. Operating Expenses Research and Development Expenses Research and development expenses consist primarily of personnel and related expenses for our research and development staff, including salaries, benefits, bonuses, share-based compensation, scale-up expenses, depreciation and amortization expense on research and development assets, and facility lease costs. Our research and development efforts are focused on enhancements to our existing products and production processes in addition to the development of new products. Although we expect to continue to invest in research and development over time, we decreased our research and development expenses in 2025 and expect research and development expenses in 2026 to decrease compared to the levels in 2025 as we continue to focus on reducing and optimizing operating expenses more broadly. SG&A Expenses SG&A expenses consist primarily of selling, marketing and administrative expenses, including personnel and related expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing lease expense, depreciation and amortization expense on non-manufacturing and non-research and development assets, charges related to asset write-offs including loss on write-down of assets held for sale, consulting fees and other non-production operating expenses. Marketing and selling expenses include advertising costs, share-based compensation awards to non-employee consultants and brand ambassadors, costs associated with consumer promotions, product donations, product samples and sales aids incurred to acquire new customers, retain existing customers and build brand awareness. Marketing and selling expenses also include payments to customers for which the customer provides a distinct good or service to us. Administrative expenses include expenses related to management, accounting, legal, IT and other office functions, including accruals for legal matters when those matters present loss contingencies that are both probable and estimable. Our operating expenses (as well as capital expenditures) may continue to increase as we: 62 Table of Contents •innovate and commercialize products; •build our brand, seek to expand our distribution and marketing channels and drive consumer adoption of our products; •optimize our production capacity through our own internal production facilities, domestically and abroad; •support our strategic and other QSR customer relationships; •continue building out and optimizing our facilities, including the timing and success of surrendering, subleasing, assigning or otherwise transferring, developing or repurposing the remaining used and excess leased space or negotiating additional partial lease terminations at our Campus Headquarters on terms advantageous to us or at all; •invest in our efforts to increase our customer base, supplier network and co-manufacturing partners; •scale production across distribution channels; •pursue geographic expansion or expand our operations in existing geographies in which we do business; and •enhance our technology and production capabilities. These efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the resulting higher expenses, particularly in light of some of the other challenges we face, for example ongoing and persistent declines in demand in the plant-based meat category and for our products, and broad macroeconomic headwinds. We incur significant expenses in developing our innovative products, building out our facilities, securing an adequate supply of raw materials, obtaining and storing ingredients and other products, and marketing the products we offer. The development of new products may require significant expenditure before we generate substantial revenue from such products, and there is no guarantee that new products that we develop will be successful. In addition, many of our expenses, including some of the costs associated with our existing and any future manufacturing facilities, are fixed. Accordingly, we may not be able to successfully implement our long-term growth strategy or achieve or sustain profitability or positive cash flows, and we may incur significant losses for the foreseeable future. Results of Operations The following table presents selected items in our unaudited condensed consolidated statements of operations for the respective periods presented (in thousands): Three Months Ended Six Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net revenues $ 68,832 $ 74,958 $ 127,038 $ 143,689 Cost of goods sold 62,959 67,038 119,180 142,694 Gross profit 5,873 7,920 7,858 995 Operating expenses: Research and development expenses 4,189 5,807 9,409 13,269 Selling, general and administrative expenses 32,490 39,628 70,359 89,610 Total operating expenses 36,679 45,435 79,768 102,879 Loss from operations $ (30,806) $ (37,515) $ (71,910) $ (101,884) 63 Table of Contents The following table presents selected items in our unaudited condensed consolidated statements of operations as a percentage of net revenues for the respective periods presented: Three Months Ended Six Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net revenues 100.0 % 100.0 % 100.0 % 100.0 % Cost of goods sold 91.5 89.4 93.8 99.3 Gross profit 8.5 % 10.6 % 6.2 % 0.7 % Operating expenses: Research and development expenses 6.1 7.7 7.4 9.2 Selling, general and administrative expenses 47.2 52.9 55.4 62.4 Total operating expenses 53.3 % 60.6 % 62.8 % 71.6 % Loss from operations (44.8) % (50.0) % (56.6) % (70.9) % Three and Six Months Ended June 27, 2026 Compared to Three and Six Months Ended June 28, 2025 (unaudited) Net Revenues The following table presents our net revenues by channel for the respective periods presented (in thousands, except for percentages): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount % June 27, 2026 June 28, 2025 Amount % U.S.: Retail(1) $ 29,637 $ 32,909 $ (3,272) (9.9) % $ 56,191 $ 64,269 $ (8,078) (12.6) % Foodservice 8,005 11,055 (3,050) (27.6) % 14,624 20,468 (5,844) (28.6) % U.S. net revenues 37,642 43,964 (6,322) (14.4) % 70,815 84,737 (13,922) (16.4) % International: Retail 18,479 15,867 2,612 16.5 % 32,188 28,549 3,639 12.7 % Foodservice 12,711 15,127 (2,416) (16.0) % 24,035 30,403 (6,368) (20.9) % International net revenues 31,190 30,994 196 0.6 % 56,223 58,952 (2,729) (4.6) % Net revenues $ 68,832 $ 74,958 $ (6,126) (8.2) % $ 127,038 $ 143,689 $ (16,651) (11.6) % _____________ (1) Includes net revenues from the DTC Channel. 64 Table of Contents The following table presents consolidated volume of our products sold in pounds for the respective periods presented (in thousands, except for percentages): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount % June 27, 2026 June 28, 2025 Amount % U.S.: Retail 5,785 6,136 (351) (5.7) % 10,684 11,877 (1,193) (10.0) % Foodservice 1,313 1,809 (496) (27.4) % 2,389 3,387 (998) (29.5) % International: Retail 3,689 3,410 279 8.2 % 6,361 6,074 287 4.7 % Foodservice 3,691 4,635 (944) (20.4) % 6,875 9,359 (2,484) (26.5) % Volume of products sold 14,478 15,990 (1,512) (9.5) % 26,309 30,697 (4,388) (14.3) % Net revenues in the three months ended June 27, 2026 decreased $6.1 million, or 8.2%, compared to the prior-year period, primarily driven by a 9.5% decrease in volume of products sold, partially offset by a 1.3% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and chicken products to QSR customers in the international foodservice channel, and by weak category demand and reduced points of distribution in the U.S. foodservice and retail channels. The increase in net revenue per pound was primarily driven by changes in product sales mix and favorable changes in foreign currency exchange rates, partially offset by higher trade discounts. Net revenues in the six months ended June 27, 2026 decreased $16.7 million, or 11.6%, compared to the prior-year period, primarily driven by a 14.3% decrease in volume of products sold, partially offset by a 3.2% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and chicken products to QSR customers in the international foodservice channel, and by weak category demand and reduced points of distribution in the U.S. foodservice and retail channels. The increase in net revenue per pound was primarily driven by changes in product sales mix and favorable changes in foreign currency exchange rates, partially offset by higher trade discounts. Net revenues from U.S. retail channel sales in the three months ended June 27, 2026 decreased $3.3 million, or 9.9%, compared to the prior-year period, primarily driven by a 5.7% decrease in volume of products sold and a 4.5% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution within certain channels. The decrease in net revenue per pound was primarily driven by higher trade discounts and lower price realization on certain of our products, partially offset by changes in product sales mix. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Breakfast Sausage, Beyond Burger, Beyond Steak and Beyond Crumbles, partially offset by increased sales of various products through our DTC channel, and increased sales of Beyond Sausage and Beyond Beef. Net revenues from U.S. retail channel sales in the six months ended June 27, 2026 decreased $8.1 million, or 12.6% compared to the prior-year period, primarily driven by a 10.0% decrease in volume of products sold and a 2.8% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution within certain channels and product lines. The decrease in net revenue per pound was primarily driven by higher trade discounts and lower price realization on certain of our products, partially offset by changes in product sales mix. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Breakfast Sausage and Beyond Crumbles, partially offset by increased sales of various products through our DTC channel. 65 Table of Contents Net revenues from U.S. foodservice channel sales in the three months ended June 27, 2026 decreased $3.1 million, or 27.6%, compared to the prior-year period, primarily driven by a 27.4% decrease in volume of products sold, and a 0.2% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution. The decrease in net revenue per pound was primarily driven by lower price realization on certain of our products and higher trade discounts, partially offset by changes in product sales mix. By product, the decrease in U.S. foodservice channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Beef, Beyond Breakfast Sausage, chicken products and Beyond Sausage. Net revenues from U.S. foodservice channel sales in the six months ended June 27, 2026 decreased $5.8 million, or 28.6%, compared to the prior-year period, primarily driven by a 29.5% decrease in volume of products sold and a 1.3% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by reduced points of distribution and weak category demand. The increase in net revenue per pound was primarily driven by changes in product sales mix, partially offset by lower price realization on certain of our products and higher trade discounts. By product, the decrease in U.S. foodservice channel net revenues was primarily due to decreased sales of Beyond Burger, chicken products, Beyond Beef, Beyond Breakfast Sausage and Beyond Sausage. Net revenues from international retail channel sales in the three months ended June 27, 2026 increased $2.6 million, or 16.5%, compared to the prior-year period, primarily driven by an 8.2% increase in volume of products sold and a 7.7% increase in net revenue per pound. The increase in volume of products sold was primarily driven by increased sales of burger products and chicken products in European markets and the U.K., and increased sales of ground beef products in Canada. The increase in net revenue per pound was primarily driven by price increases of certain of our products and favorable changes in foreign currency exchange rates, partially offset by higher trade discounts. By product, the increase in international retail channel net revenues was primarily due to increased sales of Beyond Burger, chicken products and Beyond Beef. Net revenues from international retail channel sales in the six months ended June 27, 2026 increased $3.6 million or 12.7%, compared to the prior-year period, primarily driven by a 7.7% increase in net revenue per pound and 4.7% increase in volume of products sold. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange rates and price increases of certain of our products, partially offset by higher trade discounts. The increase in volume of products sold was primarily driven by higher sales of burger products in European markets and the U.K., partially offset by reduced burger sales within certain channels in Canada. By product, the increase in international retail channel net revenues was primarily due to increased sales of Beyond Burger, Beyond Beef and chicken products, partially offset by reduced sales of Beyond Breakfast Sausage. Net revenues from international foodservice channel sales in the three months ended June 27, 2026 decreased $2.4 million, or 16.0%, compared to the prior-year period, primarily due to a 20.4% decrease in volume of products sold, partially offset by a 5.5% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and chicken products to certain QSR customers. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange rates and lower trade discounts. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of Beyond Burger and chicken products, mainly reflecting reduced distribution at certain QSR customers. Net revenues from international foodservice channel sales in the six months ended June 27, 2026 decreased $6.4 million, or 20.9%, compared to the prior-year period, primarily due to a 26.5% decrease in volume of products sold, partially offset by a 7.7% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and chicken products to certain QSR customers. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange 66 Table of Contents rates and lower trade discounts, partially offset by changes in product sales mix. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of burger and chicken products, mainly reflecting reduced distribution at certain QSR customers, and, to a lesser extent, reduced sales of crumbles and steak products. Cost of Goods Sold The following table presents our cost of goods sold for the respective periods presented (in thousands, except for percentages): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount % June 27, 2026 June 28, 2025 Amount % Cost of goods sold $ 62,959 $ 67,038 $ (4,079) (6.1) % $ 119,180 $ 142,694 $ (23,514) (16.5) % Cost of goods sold decreased $4.1 million, or 6.1%, to $63.0 million in the three months ended June 27, 2026 compared to the prior-year period, primarily reflecting decreased volume of products sold. Cost of goods sold increased on a per pound basis, primarily reflecting increased materials costs, higher manufacturing expenses, including depreciation, which included $1.6 million in expenses related to the cessation of our operational activities in China, partially offset by lower inventory provision. As a percentage of net revenues, cost of goods sold increased to 91.5% of net revenues in the three months ended June 27, 2026, from 89.4% of net revenues in the prior-year period. Cost of goods sold decreased $23.5 million, or 16.5%, to $119.2 million in the six months ended June 27, 2026 compared to the prior-year period, primarily reflecting decreased volume of products sold. Cost of goods sold decreased on a per pound basis, primarily reflecting lower inventory provision and reduced manufacturing expenses, including depreciation, which included $2.1 million in expenses related to the cessation of our operational activities in China, partially offset by increased materials costs. As a percentage of net revenues, cost of goods sold decreased to 93.8% of net revenues in the six months ended June 27, 2026, from 99.3% of net revenues in the prior-year period. Gross Profit and Gross Margin The following table presents our gross profit and gross margin for the respective periods presented (in thousands, except for percentages): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount % June 27, 2026 June 28, 2025 Amount % Gross profit $ 5,873 $ 7,920 $ (2,047) (25.8) % $ 7,858 $ 995 $ 6,863 689.7 % Gross margin 8.5 % 10.6 % (210) bps N/A 6.2 % 0.7 % 550 bps N/A Gross profit in the three months ended June 27, 2026 was $5.9 million, compared to gross profit of $7.9 million in the prior-year period, a decrease of $2.0 million, or 25.8%. Gross margin in the three months ended June 27, 2026 was 8.5%, compared to gross margin of 10.6% in the prior-year period. Gross profit and gross margin in the three months ended June 27, 2026 included $1.6 million in expenses related to the cessation of our operational activities in China, compared to $1.7 million in the year-ago period. Gross profit and gross margin in the three months ended June 27, 2026 were negatively impacted by a 3.8% increase in cost of goods sold per pound, partially offset by a 1.3% increase in net revenue per pound. The increase in cost of 67 Table of Contents goods sold per pound primarily reflected increased materials costs, higher manufacturing expenses, including depreciation, which included $1.6 million in expenses related to the cessation of our operational activities in China, partially offset by lower inventory provision. Gross profit in the six months ended June 27, 2026 was $7.9 million, compared to gross profit of $1.0 million in the prior-year period, an increase of $6.9 million. Gross margin in the six months ended June 27, 2026 was 6.2%, compared to gross margin of 0.7% in the prior-year period. Gross profit and gross margin in the six months ended June 27, 2026 included $2.1 million in expenses related to the cessation of our operational activities in China, compared to $2.6 million in the year-ago period. Gross profit and gross margin in the six months ended June 28, 2025 also included $4.3 million in non-cash charges arising from specific strategic decisions to increase inventory provision for certain inventory items. Gross profit and gross margin in the six months ended June 27, 2026, were positively impacted by a 3.2% increase in net revenue per pound and a 2.6% decrease in cost of goods sold per pound. The decrease in cost of goods sold per pound primarily reflected lower inventory provision and reduced manufacturing expenses, including depreciation, partially offset by increased materials costs. Research and Development Expenses The following table presents our research and development expenses for the respective periods presented (in thousands, except for percentages): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount % June 27, 2026 June 28, 2025 Amount % Research and development expenses $ 4,189 $ 5,807 $ (1,618) (27.9) % $ 9,409 $ 13,269 $ (3,860) (29.1) % Research and development expenses in the three months ended June 27, 2026 decreased $1.6 million, or 27.9%, compared to the prior-year period. Research and development expenses decreased to 6.1% of net revenues in the three months ended June 27, 2026 from 7.7% of net revenues in the prior-year period. The decrease in research and development expenses was primarily due to lower trial production and scale-up expenses, and lower lease and other facilities-related costs, partially offset by increased costs associated with Beyond Test Kitchen. Research and development expenses in the six months ended June 27, 2026 decreased $3.9 million, or 29.1%, compared to the prior-year period. Research and development expenses decreased to 7.4% of net revenues in the six months ended June 27, 2026 from 9.2% of net revenues in the prior-year period. The decrease in research and development expenses was primarily due to lower lease and other facilities-related costs, and lower trial production and scale-up expenses, partially offset by increased costs associated with Beyond Test Kitchen. 68 Table of Contents SG&A Expenses The following table presents our SG&A expenses for the respective periods presented (in thousands, except for percentages): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount % June 27, 2026 June 28, 2025 Amount % Selling, general and administrative expenses $ 32,490 $ 39,628 $ (7,138) (18.0) % $ 70,359 $ 89,610 $ (19,251) (21.5) % SG&A expenses in the three months ended June 27, 2026 decreased $7.1 million, or 18.0%, compared to the prior-year period. SG&A expenses decreased to 47.2% of net revenues in the three months ended June 27, 2026 from 52.9% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to a credit of $11.0 million reflecting the settlement of arbitration proceedings related to a contractual dispute with a former co-manufacturer, compared with an expense of $2.5 million in the year-ago period, and reduced legal expenses, partially offset by increased share-based compensation expense and increased marketing expenses. SG&A expenses in the six months ended June 27, 2026 decreased $19.3 million, or 21.5%, compared to the prior-year period. SG&A expenses decreased to 55.4% of net revenues in the six months ended June 27, 2026 from 62.4% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to a credit of $11.0 million reflecting the settlement of arbitration proceedings related to a contractual dispute with a former co-manufacturer, reduced legal expenses and reduced product donations, partially offset by increased share-based compensation expense. SG&A expenses in the six months ended June 28, 2025 were negatively impacted by $7.1 million in incremental legal expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer, and $0.4 million in asset write-offs related to the cessation of our operational activities in China. Total Other Income (Expense), Net The following table presents our total other income (expense), net for the respective periods presented (in thousands): Three Months Ended Change Six Months Ended Change June 27, 2026 June 28, 2025 Amount June 27, 2026 June 28, 2025 Amount Other income (expense), net: Interest expense $ (6,571) $ (2,002) $ (4,569) $ (13,303) $ (3,026) $ (10,277) Remeasurement of delayed draw term loan warrant liability (76) — (76) 1,224 — 1,224 Remeasurement of derivative liability (3,838) — (3,838) 8,053 — 8,053 Gain on debt extinguishment 57,729 — 57,729 63,789 — 63,789 Other (expense) income, net (18) 7,731 (7,749) 101 12,049 (11,948) Total other income, net $ 47,226 $ 5,729 $ 41,497 $ 59,864 $ 9,023 $ 50,841 Total other income (expense), net, in the three months ended June 27, 2026 of $47.2 million consisted primarily of $57.7 million in gain on debt extinguishment in connection with conversions of a portion of our 2030 Notes, partially offset by $6.6 million in interest expense and a $3.8 million non-cash loss from the remeasurement of derivative liability. Total other income (expense), net, in the three months ended June 28, 69 Table of Contents 2025 of $5.7 million consisted primarily of $7.5 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and Chinese Yuan and $0.5 million in interest income, partially offset by $(2.0) million in interest expense from the amortization of debt issuance costs related to the 2027 Notes and interest expense related to leases. Total other income (expense), net, in the six months ended June 27, 2026 of $59.9 million consisted primarily of $63.8 million in gain on debt extinguishment in connection with the conversions of a portion of our 2030 Notes, an $8.1 million non-cash gain from the remeasurement of derivative liability and a $1.2 million non-cash gain from the remeasurement of delayed draw term loan warrant liability, partially offset by $13.3 million in interest expense. Total other (expense) income, net, in the six months ended June 28, 2025 of $9.0 million consisted primarily of $11.0 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and Chinese Yuan and $1.4 million in interest income, partially offset by $(3.0) million in interest expense from the amortization of debt issuance costs related to the 2027 Notes and interest expense related to leases. Total interest expense in the three months ended June 27, 2026 included $3.4 million in PIK interest expense related to the Delayed Draw Term Loans (as defined below), $1.7 million in interest expense related to leases, $1.0 million in interest expense related to the amortization of 2030 Notes Embedded Derivative debt discount, and $0.5 million in interest expense related to the amortization of the debt discount resulting from the Delayed Draw Term Loan Warrants. Total interest expense in the six months ended June 27, 2026 included $6.8 million in PIK interest expense related to the Delayed Draw Term Loans, $3.3 million in interest expense related to leases, $2.2 million in interest expense related to the amortization of 2030 Notes Embedded Derivative debt discount, and $1.0 million in interest expense related to the amortization of the debt discount resulting from the Delayed Draw Term Loan Warrants. In the three and six months ended June 27, 2026, we recorded accrued unpaid interest of $3.4 million and $6.8 million, respectively, in PIK interest expense related to the Delayed Draw Term Loans, interest expense from the amortization of 2030 Notes Embedded Derivative debt discount of $1.0 million and $2.2 million, respectively, and interest expense related to the amortization of the debt discount resulting from the Delayed Draw Term Loan Warrants of $0.5 million and $1.0 million, respectively. No such costs existed as of June 28, 2025. Total unamortized debt issuance costs related to the Delayed Draw Term Loans were $6.7 million and $7.2 million as of June 27, 2026 and December 31, 2025, respectively. Net Income (Loss) Net income in the three months ended June 27, 2026 was $16.4 million, compared to net loss of $31.8 million in the prior-year period. Net income per share available to common stockholders—basic in the three months ended June 27, 2026 was $0.03, compared to a net loss per share available to common stockholders—basic of $0.42 in the prior year-period. Net loss per share available to common stockholders—diluted was $(0.06), compared to net loss per share available to common stockholders—diluted of $(0.42) in the year-ago period. Net income was primarily driven by the increase in Total other income, net, primarily due to $57.7 million in non-cash gain on extinguishment of convertible debt and the decrease in loss from operations. Net loss in the six months ended June 27, 2026 was $12.1 million, compared to net loss of $92.9 million in the prior-year period. Net loss per share available to common stockholders—basic and diluted in the six months ended June 27, 2026 was $0.03, compared to net loss per share available to common stockholders—basic and diluted of $1.22 in the prior year-period. The reduction in net loss in the six months ended June 27, 2026 was primarily driven by the increase in Total other income, net, primarily due to $63.8 million in non-cash gain on extinguishment of convertible debt, the decrease in loss from operations and the increase in gross profit. 70 Table of Contents Non-GAAP Financial Measures We use the non-GAAP financial measures set forth below in assessing our operating performance and in our financial communications. Management believes these non-GAAP financial measures provide useful additional information to investors about current trends in our operations and are useful for period-over-period comparisons of operations. In addition, management uses these non-GAAP financial measures to assess operating performance and for business planning purposes. Management also believes these measures are widely used by investors, securities analysts, rating agencies and other parties in evaluating companies in our industry as a measure of our operational performance. These non-GAAP financial measures should not be considered in isolation or as substitutes for the comparable GAAP measures. In addition, these non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. “Adjusted EBITDA” is defined as net income (loss) adjusted to exclude, when applicable, income tax expense (benefit), interest expense, depreciation and amortization expense, share-based compensation expense, non-cash charges related to the cessation of our operational activities in China, costs related to a partial lease termination of a portion of the Campus Headquarters, settlement related to dispute with former co-manufacturer, remeasurement of delayed draw term loan warrant liability, remeasurement of derivative liability, and Other, net, including interest income, gain on debt extinguishment, foreign currency transaction gains and losses, and the reclassification of cumulative foreign currency translation losses from accumulated other comprehensive loss to Other (expense) income, net upon the cessation of our operational activities in China. “Adjusted EBITDA as a % of net revenues” is defined as Adjusted EBITDA divided by net revenues. Our definition of Adjusted EBITDA has been updated from the definition used in our 2025 10-K to reflect the following changes: (i) we removed the adjustments for restructuring expenses, non-cash loss from impairment of long-lived assets and gain on debt restructuring, net of exchange fees, as these items related to transactions completed in 2025 and are not expected to recur in 2026; (ii) we removed litigation-related accruals as there were no such accruals in the three and six months ended June 27, 2026 and June 28, 2025; (iii) we removed accrued litigation settlement costs, as the class action settlement was finalized in 2025; (iv) we added settlement related to dispute with former co-manufacturer; and (v) we added gain on debt extinguishment to Other, net, to reflect gains arising from conversions of the 2030 Notes, in the three and six months ended June 27, 2026, and reclassification of cumulative foreign currency translation losses from accumulated other comprehensive loss to Other (expense) income, net upon the cessation of our operational activities in China. These definitional changes had no impact on previously reported Adjusted EBITDA for the comparative period presented, as there were no restructuring expenses, impairment charges, gain on debt restructuring, litigation-related accruals, accrued litigation settlement costs or gain on debt extinguishment in the three and six months ended June 28, 2025. There are a number of limitations related to the use of Adjusted EBITDA and Adjusted EBITDA as a % of net revenues rather than their most directly comparable GAAP measures. Some of these limitations are: •Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements; •Adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us; •Adjusted EBITDA does not reflect income tax payments that reduce cash available to us; •Adjusted EBITDA does not reflect share-based compensation expense and therefore does not include all of our compensation costs; 71 Table of Contents •Adjusted EBITDA excludes the SG&A decrease related to the settlement of a dispute with a former co-manufacturer; •Adjusted EBITDA does not reflect non-cash charges and reclassification of cumulative foreign currency translation losses from accumulated other comprehensive loss to earnings, related to the cessation of our operational activities in China; •Adjusted EBITDA does not reflect certain cash costs related to a partial lease termination of a portion of the Campus Headquarters, which reduces cash available to us; •Adjusted EBITDA does not reflect the non-cash impact of the gain on debt extinguishment; •Adjusted EBITDA does not reflect the non-cash impact of the remeasurement of delayed draw term loan warrant liability; •Adjusted EBITDA does not reflect the non-cash impact of the remeasurement of derivative liability; •Adjusted EBITDA does not reflect Other, net, including interest income, gain on debt extinguishment and foreign currency transaction gains and losses, that may increase or decrease cash available to us; and •other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. 72 Table of Contents The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure, net income (loss), as reported, for the respective periods presented (unaudited) (in thousands, except for percentages): Three Months Ended Six Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net income (loss), as reported $ 16,404 $ (31,845) $ (12,078) $ (92,931) Income tax expense — — — — Interest expense 6,571 2,002 13,303 3,026 Depreciation and amortization expense(1)(2) 5,167 6,530 11,443 12,476 Share-based compensation expense 7,398 4,304 13,919 10,157 Non-cash charges related to the cessation of operational activities in China(3) 1,560 1,739 2,106 3,822 Costs related to partial lease termination, net of amounts included in depreciation and amortization expense — 275 — 275 Remeasurement of delayed draw term loan warrant liability 76 — (1,224) — Remeasurement of derivative liability 3,838 — (8,053) — Gain on debt extinguishment (57,729) — (63,789) — Settlement related to dispute with former co-manufacturer (11,000) — (11,000) — Other, net(4)(5) 18 (7,731) (101) (12,049) Adjusted EBITDA $ (27,697) $ (24,726) $ (55,474) $ (75,224) Net loss as a % of net revenues 23.8 % (42.5) % (9.5) % (64.7) % Adjusted EBITDA as a % of net revenues (40.2) % (33.0) % (43.7) % (52.4) % _____________ (1) Excludes $1.6 million and $1.7 million in accelerated depreciation and other non-cash charges related to the reassessment of useful lives of certain assets resulting from the cessation of our operational activities in China in the three months ended June 27, 2026, and June 28, 2025, respectively, and $2.1 million and $3.8 million in the six months ended June 27, 2026, and June 28, 2025, respectively. (2) Includes $0.4 million and $0.8 million in amortization of lease termination costs apportioned for the three and six months ended June 27, 2026, respectively, and $0.3 million incurred in the three and six months ended June 28, 2025. (3) Includes $1.6 million and $1.7 million in accelerated depreciation and other non-cash charges related to the reassessment of useful lives of certain assets resulting from the cessation of our operational activities in China in the three months ended June 27, 2026, and June 28, 2025, respectively, and $2.1 million and $3.2 million, respectively, and $0 and $0.6 million in inventory and asset write-offs related to the cessation of operational activities in China in the six months ended June 27, 2026, and June 28, 2025, respectively. (4) Includes $(1.8) million and $7.5 million in net realized and unrealized foreign currency transaction (losses) gains in the three months ended June 27, 2026 and June 28, 2025, respectively and $(3.1) million and $11.0 million in net realized and unrealized foreign currency transaction (losses) gains in the six months ended June 27, 2026 and June 28, 2025, respectively. (5) Includes $1.5 million and $0.5 million in interest income in the three months ended June 27, 2026 and June 28, 2025, respectively, and $3.0 million and $1.4 million in interest income in the six months ended June 27, 2026 and June 28, 2025, respectively. 73 Table of Contents Liquidity and Capital Resources ATM Program We no longer satisfy the eligibility requirements for use of a registration statement on Form S-3 and, as a result, are unable to access our ATM Program. Convertible Notes and Exchange Offer In 2021, we issued a total of $1.15 billion aggregate principal amount of 2027 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). For a discussion about the 2027 Notes, see Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. On September 29, 2025, we commenced the Exchange Offer to exchange any and all of the 2027 Notes issued pursuant to the 2027 Notes Indenture for a pro rata portion of (i) up to $202.5 million in aggregate principal amount of the 2030 Notes and (ii) up to 326,190,370 shares of our common stock (the “New Shares”). Simultaneously with the Exchange Offer, we solicited consents (the “Consent Solicitation”) from holders of the 2027 Notes to adopt certain proposed amendments to the 2027 Notes Indenture. The Exchange Offer was completed on October 30, 2025, as discussed below. In connection with the Exchange Offer, we issued a total of (i) $209,721,000 in aggregate principal amount of 2030 Notes (inclusive of $12.5 million in aggregate principal amount of 2030 Notes as payment of the SteerCo Premium) and (ii) 317,834,446 New Shares. The tendered and accepted 2027 Notes together represented 97.44% of the aggregate principal amount of 2027 Notes outstanding prior to the Exchange Offer. As of June 27, 2026 and December 31, 2025, $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding. In addition, in connection with the Exchange Offer, we completed the Consent Solicitation and entered into a supplemental indenture (the “Supplemental Indenture”) to the 2027 Notes Indenture with U.S. Bank, National Association, as trustee (the “2027 Notes Trustee”). The Supplemental Indenture eliminated substantially all of the restrictive covenants in the 2027 Notes Indenture as well as certain events of default and related provisions applicable to the 2027 Notes. We issued the 2030 Notes pursuant to the 2030 Notes Indenture dated as of October 15, 2025, by and between us and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). The 2030 Notes are our secured, second lien obligations. The 2030 Notes will mature on October 15, 2030, unless earlier redeemed, converted, equitized or repurchased in accordance with the terms of the 2030 Notes. The 2030 Notes bear interest at a rate of 7.00% per annum from October 15, 2025 (the “Early Settlement Date”), which interest may be paid in cash or, subject to certain limitations, in shares of common stock. At our option, interest on the 2030 Notes may be accrued and compounded in whole or in part for any interest period as “payment-in-kind” interest at a rate of 9.50% per annum from the Early Settlement Date. We have used the PIK option for the 2030 Notes and expect to elect the PIK option through the term of the 2030 Notes. The initial conversion rate for the 2030 Notes is 572.7784 shares of our common stock per $1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $1.7459 per share of our common stock. The conversion rate will be increased for conversions occurring prior to October 15, 2028 to reflect a “make-whole” premium, payable in the form of shares of common stock, to compensate holders for interest that would have been payable to such date. We are permitted to satisfy our obligations under the 2030 Notes with any settlement method we are otherwise permitted to elect, including by physical settlement of shares of common stock. The 2030 Notes are convertible at any time prior to the close of business on the second trading day immediately preceding the maturity date. Under certain circumstances and subject to conditions set forth in the 2030 Notes Indenture, we may elect to redeem, equitize or force a mandatory conversion of the 2030 Notes. 74 Table of Contents On January 12, 2026, we and Beyond Meat BV entered into a First Supplemental Indenture (the “First Supplemental Indenture”) with the Collateral Agent. The First Supplemental Indenture modified the 2030 Notes Indenture to provide for the guarantee of the 2030 Notes by the Beyond Meat BV, which are secured on a second-priority basis by our assets and the assets of Beyond Meat BV, subject to certain exceptions. The 2030 Notes Indenture includes incurrence based negative covenants, including but not limited to, limitations on debt, limitations on liens, limitations on investments, limitations on mergers, consolidations, and sales of all or substantially all assets, limitations on transactions with affiliates, limitations on restricted payments, limitations on asset sales, limitations on dividends and other payment restrictions affecting any direct or indirect subsidiaries, limitations on future guarantees by subsidiaries without such subsidiaries also guaranteeing the 2030 Notes, limitations on disposals of assets, limitations on impairment of security and restrictions on certain liability management priming transactions with respect to the 2030 Notes. The 2030 Notes Indenture also includes a covenant requiring minimum liquidity of $15.0 million, to be tested quarterly, a covenant that limits our ability to repurchase, redeem, retire, exchange or otherwise acquire the 2027 Notes other than pursuant to the prices and other conditions to be set forth in the 2030 Notes Indenture and a cap of $60.0 million on the amount of cash that can be used to repay the 2027 Notes at the maturity of such notes, subject to increase to the extent of any equity raises by us. See Part I, Item 1A, Risk Factors— Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital—Risks Our significant indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our outstanding indebtedness, in our 2025 10-K. On July 17, 2026, we announced via a Current Report on Form-8-K that we are engaged in private discussions with certain holders of the 2030 Notes regarding an amendment to the indenture governing the 2030 Notes to remove certain restrictions on our ability to repurchase or exchange the 2027 Notes for cash and/or equity consideration and extend the end date of the make-whole period used for calculating the interest make-whole adjustment that applies to conversions of 2030 Notes from October 15, 2028 to January 15, 2029. Any such amendments would not be effective until the Company and the trustee under the 2030 Notes indenture enter into a supplemental indenture giving effect to such amendments on the basis of consents received on behalf of holders of 2030 Notes representing a majority of the principal amount of the 2030 Notes outstanding. There can be no assurances that such consents will be obtained or that the supplemental indenture will be entered into. If any supplemental indenture were entered into, we would announce the entry into such supplemental indenture by filing a Current Report on Form 8-K announcing the entry into the supplemental indenture; however, we do not expect to make any additional disclosure in the event such supplemental indenture is not entered into. See Part I, Item 1A, Risk Factors— Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital—Risks Our significant indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our outstanding indebtedness, in our 2025 10-K. In the event of certain “fundamental changes,” including without limitation, if our common stock is delisted, under the terms of the applicable indenture, we are required to offer to repurchase all of the outstanding Notes for cash at a repurchase price equal to 100% of the aggregate principal amount of the Notes then outstanding plus accrued and unpaid interest and if such “fundamental change” constitutes a Make-Whole Fundamental Change (as defined in the applicable indenture), then we may be required to temporarily increase the conversion rate for such Notes. On March 4, 2026, we received a deficiency notice from Nasdaq regarding the minimum bid price requirement, which, if not satisfied, could result in the delisting of our common stock from The Nasdaq Global Select Market. We have until August 31, 2026 to regain compliance with the minimum bid price requirement. At a special meeting held on November 19, 2025, our stockholders approved a reverse stock 75 Table of Contents split proposal, with the exact ratio to be determined by our board of directors, and that approval remains in place. We are focused on regaining compliance within the compliance period. For additional information, see Part II, Item 5 and the related discussion in Part I, Item 1A, Risk Factors, in our 2025 10-K. The carrying amount of the liability for the 2030 Notes as of June 27, 2026 and December 31, 2025 was $208.7 million and $308.4 million, respectively, net of debt discount discussed below, which represents the issuance date principal amount plus the undiscounted future cash flows using the PIK election, including any amounts contingently payable, and amounts reduced, on a pro rata basis, from partial conversion settlements we completed during the period, offset by amortization of the debt discount. The Exchange Offer was accounted for as a troubled debt restructuring (“TDR”), which requires us to recognize the entire amount of the future undiscounted cash flows as a liability at the closing of the Exchange Offer. As of December 31, 2025, issuance costs related to the 2030 Notes were approximately $38.2 million, of which $6.5 million were attributable to legal fees and other direct costs incurred in granting equity interest (issuing New Shares) and $31.7 million were attributable to legal fees and other direct costs incurred to effect the TDR under ASC 470-60, “Debt—Troubled Debt Restructurings by Debtors.” The equity-related costs reduced the initial carrying amount of the equity interest issued and the non-equity costs incurred in the TDR were recorded as approximately $14.1 million included in selling, general and administrative expenses and approximately $17.6 million as a reduction to the gain on debt restructuring, net of exchange fees, included in our condensed consolidated statements of operations. In addition, in connection with the Exchange Offer, approximately $5.4 million of remaining unamortized debt costs from the 2027 Notes were written off and included as a reduction to the gain on debt restructuring, net of exchange fees, included in our consolidated statements of operations. The 2030 Notes contain certain embedded derivatives that require bifurcation and separate accounting from the debt host pursuant to ASC 815, “Derivatives and Hedging” (“ASC 815”), including separate valuations of fair value for those derivatives both at the issuance date and at the end of subsequent reporting periods thereafter until the derivatives expire, are canceled or the debt is no longer outstanding. We accounted for the bifurcated derivative instruments as a single, combined derivative instrument (the “2030 Notes Embedded Derivative”). Accordingly, the fair value of the 2030 Notes Embedded Derivative at the issuance date was $26.9 million, recorded as a debt discount to the 2030 Notes and is being amortized to interest expense over the term of the debt, adjusted by the pro rata reductions of the debt discount from settlements of the 2030 Notes during the period. During the three and six months ended June 27, 2026, pursuant to the 2030 Notes Indenture, we issued 52,092,284 and 57,408,142 Conversion Shares to certain holders of the 2030 Notes upon the conversion by such holders of $62.6 million and $68.8 million, respectively, in aggregate principal amount of 2030 Notes into shares of the Company’s common stock. This resulted in the pro rata reduction of $100.0 million and $109.9 million, respectively, of the 2030 Notes carrying value, pro rata reduction of $7.2 million and $8.0 million, respectively, of the debt discount, and the pro rata reduction of $15.4 million and $16.5 million, respectively, of the 2030 Notes Embedded Derivative at fair value on the settlement dates. For the three and six months ended June 27, 2026, we recognized $1.0 million and $2.2 million, respectively, in interest expense related to the amortization of the debt discount. Furthermore, the decrease in fair value of the 2030 Notes Embedded Derivative from December 31, 2025 to June 27, 2026 was $24.6 million attributable to $16.5 million in reduction in fair value due to 2030 Notes conversions noted above and $8.1 million recognized as non-cash gain related to remeasurement of the 2030 Notes Embedded Derivative and recognized in our unaudited condensed consolidated statements of operations. As of June 27, 2026 and December 31, 2025, the 2030 Notes Embedded Derivative liability was $14.6 million and $39.2 million, respectively. See Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. 76 Table of Contents See Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Loan and Security Agreement; Delayed Draw Term Loan Warrant Agreement On May 7, 2025, we, as the borrower, entered into the Loan and Security Agreement with Unprocessed Foods, LLC, the other lenders party thereto (together with Unprocessed Foods, the “Lenders”) and certain of our subsidiaries, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility in an aggregate principal amount of $100.0 million. Beyond Meat BV has guaranteed our obligations under the Loan and Security Agreement. The Delayed Draw Term Loans are secured by a first-priority lien and security interest in substantially all of our assets and the assets of Beyond Meat BV, subject to certain exceptions. The Delayed Draw Term Loans borrowed under the Loan and Security Agreement mature on February 7, 2030 (the “Initial Maturity Date”), which we may extend with the relevant Lenders’ consent to no later than May 7, 2035. Borrowings under the Loan and Security Agreement accrue interest at a rate of 12.0% per annum, provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date, then such rate per annum will be 17.5% after the Initial Maturity Date. Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services. Accrued but unpaid interest on each Delayed Draw Term Loan is compounded on a quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement. Among other things, the Loan and Security Agreement includes covenants that (i) require us to maintain liquidity of at least $15.0 million, (ii) do not permit our cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year, in the aggregate, to exceed $20.0 million, and (iii) cap the amount of cash that can be used to repay the 2027 Notes at their maturity at $60.0 million, subject to increase to the extent of any equity raises. The Loan and Security Agreement also contains covenants that restrict the ability of the Loan Parties and certain of their subsidiaries to make dividends or distributions, incur additional debt (including subordinated debt), engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change their businesses or make investments. The Loan and Security Agreement also contains change of control provisions that could have the effect of delaying or preventing an otherwise beneficial takeover of the Company. See Part I, Item 1A, Risk Factors— Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital—Risks Our significant indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our outstanding indebtedness, in our 2025 10-K. In connection with the Loan and Security Agreement, on May 7, 2025, we also entered into a warrant agreement with the Lenders (the “Delayed Draw Term Loan Warrant Agreement”) setting forth the rights and obligations of us and the Lenders, as holders, in connection with Delayed Draw Term Loan Warrants representing the right to purchase up to, in the aggregate, 9,558,635 shares of our common stock (the “Maximum Warrant Share Amount”) at an initial exercise price of $3.26 per share calculated based on the terms of the Delayed Draw Term Loan Warrant Agreement. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loan, we would execute and deliver to the applicable Lenders Delayed Draw Term Loan Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of the Delayed Draw Term Loan provided by such Lender on the date thereof. We agreed in the Delayed Draw Term Loan Warrant Agreement to provide certain customary registration rights with respect to the resale of shares of common stock underlying the Delayed Draw Term Loan Warrants. As we no longer eligible to 77 Table of Contents use Form S-3 registration statements, we are required to use our commercially reasonable efforts to register for resale on a registration statement on Form S-1 the shares of common stock underlying the Delayed Draw Term Loan Warrants outstanding. The Delayed Draw Term Loan Warrant Agreement also contains customary indemnity, exculpation and contribution obligations in connection with such registration. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million (the “Initial Draw”) and $60.0 million (the “Second Draw”), respectively. We plan to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. On June 26, 2025, in connection with the Initial Draw, we issued to Unprocessed Foods Delayed Draw Term Loan Warrants to purchase 3,823,454 shares of common stock with an initial exercise price of $3.26 per share, a fair value per share of $2.09 and an aggregate fair value of approximately $8.0 million. On September 18, 2025, in connection with the Second Draw, we issued to Unprocessed Foods Delayed Draw Term Loan Warrants to purchase 5,735,181 shares of common stock with an exercise price of $3.26 per share, that were previously held as contingently issuable Delayed Draw Term Loan Warrants. See Note 2, Summary of Significant Accounting Policies and Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. On October 15, 2025, in connection with the Exchange Offer, we entered into the First Amendment to LSA with Unprocessed Foods, and an Intercreditor Agreement (as amended, the “Intercreditor Agreement”), with Unprocessed Foods and the Collateral Agent under the 2030 Notes which, among other things, provides for the relative priorities of the security interests in the assets securing the 2030 Notes, the loans pursuant to the Loan and Security Agreement and certain of our additional debt, and certain other matters relating to the administration of security interests. The terms of the Intercreditor Agreement expressly subordinate, in right of payment and in liens, the obligations under the 2030 Notes to the obligations under the Loan and Security Agreement. Pursuant to the terms of the Delayed Draw Term Loan Warrant Agreement, the exercise price of the Delayed Draw Term Loan Warrants is subject to a weighted average adjustment for certain below-market issuances of equity or equity-linked securities, subject to exceptions. On December 22, 2025, we adjusted the exercise price for the Delayed Draw Term Loan Warrants from $3.26 to $1.95 in order to fully account for any and all potential past or future adjustments relating to the Exchange Offer, the payment of interest on the 2030 Notes in the form of common stock or in the form of payment-in-kind interest, as well as certain mandatory conversions, equitizations and make-whole payments that could result in additional issuances of common stock thereunder, if any. As of June 27, 2026 and December 31, 2025, we had drawn the entire $100.0 million and had no amount available under the Delayed Draw Term Loan Facility. The aggregate fair value of the Delayed Draw Term Loan Warrants was initially recorded as a discount to the debt under the Delayed Draw Term Loans and is being amortized to interest expense using the effective interest rate method. The unamortized portion of the Delayed Draw Term Loan Warrants discount was $18.5 million and $19.5 million as of June 27, 2026 and December 31, 2025, respectively. As of June 27, 2026 and December 31, 2025, unamortized portion of issuance costs comprised of legal fees and other direct costs of $6.7 million and $7.2 million, respectively, in connection with the Loan and Security Agreement were recorded as a debt discount against the $100.0 million principal amount of the Delayed Draw Term Loans in our unaudited condensed consolidated balance sheet and is being amortized to interest expense using the effective interest rate method. As of June 27, 2026 and December 31, 2025, we were in compliance with the covenants of the Loan and Security Agreement. However, because we failed to timely deliver to the lender by March 31, 2026 certain audited annual financial statements for our fiscal year ended December 31, 2025, as required by the terms of 78 Table of Contents the Loan and Security Agreement, we were in default and provided notice thereof to the lender as required. Upon the filing of our 2025 Form 10-K filed with the SEC on April 9, 2026 containing such audited annual financial statements, and delivery to the lender of certain other documents required to be delivered concurrently, such default was remedied and we regained compliance with the covenants of the Loan and Security Agreement. Liquidity Outlook Our cash from operations has been and could continue to be, affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part I, Item 1A, Risk Factors, in our 2025 10-K and in Part II, Item 1A, Risk Factors and Note Regarding Forward-Looking Statements included elsewhere in this report. In addition, inflation, tariffs, high interest rates in certain geographic regions, overall economic conditions and concerns about ongoing hostilities in Eastern Europe and the conflict in the Middle East (including with Iran), among other factors, have led to increased disruption and volatility in capital markets and credit markets generally, which could adversely affect our ability to access capital resources in the future and potentially harm our liquidity outlook. Although we have a history of losses and negative cash flows from operating activities, we recognized net income of $16.4 million in the three months ended June 27, 2026, primarily due to a $57.7 million noncash gain on debt extinguishment recorded in the same period, compared to a net loss of $31.8 million in the three months ended June 28, 2025 and net losses of $12.1 million and $92.9 million, respectively, as persistent weak demand in the plant-based meat category and for our products, changes in product sales mix and distribution losses in certain channels, among other things, resulted in declines in our net revenues that we were unable to offset with commensurate cost reductions. Loss from operations in the three months ended June 27, 2026 and June 28, 2025 was $30.8 million and $37.5 million, respectively. Loss from operations in the six months ended June 27, 2026 and June 28, 2025 was $71.9 million and $101.9 million, respectively. In the six months ended June 27, 2026 and June 28, 2025, we incurred negative cash flows from operating activities of $23.2 million and $58.0 million, respectively. While we are implementing a business plan focused on achieving sustainable, profitable operations over time, including the strategic initiatives described elsewhere in this report, we expect that we will continue to operate at a loss for the foreseeable future. As part of our current business plan, we intend to continue to reduce operating expenses and utilize inventory management to reduce working capital, while investing in capital projects at our production facilities to reduce production costs. In 2023, we initiated our Global Operations Review, which involves narrowing our commercial focus to certain anticipated growth opportunities, and accelerating activities that prioritize gross margin expansion and cash generation. These efforts have to date included or resulted in, and may in the future include or result in, the exit or discontinuation of select product lines; entry into new, adjacent categories; changes to our pricing architecture within certain channels; cash-accretive inventory reduction initiatives; non-cash charges such as provision for excess and obsolete inventory and potential additional impairment charges, write-offs, disposals and accelerated depreciation of fixed assets, and losses on sale and write-down of fixed assets; further optimization of our manufacturing capacity and real estate footprint; workforce reductions; and the cessation of our operational activities in China in 2025. Based on our current business plan, we believe that our existing cash balances, including our anticipated cash flows from operating activities, will be sufficient to fund our operations and meet our foreseeable cash requirements through the next twelve months. However, our ability to meet these requirements will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flows from operating activities and our ability to manage costs and working capital successfully. Additionally, we may use our cash resources faster than we predict due to unexpected expenditures or higher-than-expected expenses due to unfavorable macroeconomic events, including inflationary pressures or otherwise, competition or other factors that are beyond our control. 79 Table of Contents Given that we continue to incur losses from operations and negative cash flows from operating activities, we may seek to raise additional capital in the future through the issuance of additional equity and/or debt securities, and/or incur other indebtedness, some or all of which may, subject to the covenants in the agreements governing our indebtedness, be secured, to continue to fund our operations and repay our indebtedness. Any such capital raises through the issuance of equity and/or debt securities, could result in additional dilution to our existing stockholders and may negatively impact the market price of our common stock. Any issuance of additional equity or debt securities may be for cash or in exchange for any of our outstanding notes such as our 2027 Notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. Similarly, if the Lenders exercise their Delayed Draw Term Loan Warrants pursuant to the Delayed Draw Term Loan Warrant Agreement, the resulting issuance of our common stock to such Lenders would have a dilutive effect on our current stockholders and could negatively affect the trading price of our common stock. In addition, any such potential financings may result in the imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. For example, the Loan and Security Agreement and the indenture governing the 2030 Notes contain covenants that restrict our ability to engage in certain transactions and could limit our ability to raise additional financing. See Liquidity Loan and Security Agreement; Delayed Draw Term Loan Warrant Agreement above. Furthermore, any securities issued pursuant to potential financings may include rights that are senior to our shares of common stock. However, we cannot assure you that we will be able to successfully raise additional funds for the amounts needed or when needed, or on terms commercially acceptable, if at all. Our inability to raise required capital in the future would have a material adverse effect on our business, financial condition and results of operations. See Part I, Item 1A, Risk Factors—Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital, in our 2025 10-K. Our cash requirements under our significant contractual obligations and commitments are listed below in the section titled Contractual Obligations and Commitments. Our future capital requirements may vary materially from those currently planned and will depend on many factors including, among others, demand in the plant-based meat category and for our products, which has continued to decline; the success of our planned expansions into adjacent product categories; our rate of revenue generation and the success of our planned gross margin expansion initiatives; the results of our Global Operations Review and the successful implementation of our ongoing cost-reduction initiatives; the impact of economic and political conditions in the U.S. and international markets on our business; timing to adjust our supply chain and cost structure in response to material fluctuations in product demand; the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets; our investment in and build out of our Campus Headquarters, including the timing and success of surrendering, subleasing, assigning or otherwise transferring the remaining excess space or negotiating other partial lease terminations and/or subleases or other dispositions of our Campus Headquarters on terms advantageous to us or at all; the success of, and expenses associated with, our marketing initiatives; our investment in manufacturing and facilities to optimize our manufacturing and production capacity, including co-manufacturer underutilization fees, termination fees and exit costs; our investments in real property; the costs required to fund domestic and international operations and growth; the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes; any lawsuits related to our products or commenced against us; the expenses needed to attract and retain skilled personnel; variations in product selling prices and costs, the timing and success of changes to our pricing architecture, and the mix of products sold; the level of trade and promotional spending to support our products appropriately; the expenses associated with our sales force; our management of accounts receivable, inventory, accounts payable and other working capital accounts; the impact of foreign currency exchange rate fluctuations on our cash balances; the costs associated with being a public company; the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation; and the timing, receipt and amount of sales of, or royalties on, any future approved products, if any. 80 Table of Contents Our operating environment continues to be affected by uncertainty related to macroeconomic issues, including economic and geopolitical uncertainty in domestic and international markets, ongoing, further weakened demand in the plant-based meat category and for our products, inflation, high interest rates, current and proposed future tariffs and related trade wars, increased uncertainty surrounding international trade policy and regulations, including through the implementation of retaliatory tariffs or related counter-measures and the negative effects of anti-American sentiment, and potential recessionary concerns, among other things, all of which have had and could continue to have unforeseen impacts on our actual realized results, including our liquidity outlook. Our ability to make progress toward reducing operating expenses and achieving our profitability, cash flow and financial performance objectives is dependent on a number of assumptions and uncertainties, including, without limitation, demand in the plant-based meat category and for our products, which has continued to decline; our ability to both raise capital and reduce costs and achieve positive gross margin; our ability to generate revenues and gross profit and meet operating expense reduction targets, which may be subject to factors beyond our control; timing of capital expenditures; and our ability to monetize inventory and manage working capital. The other risks described in our 2025 10-K and elsewhere in this report may also hinder our ability to implement our strategic initiatives. As a result, we cannot guarantee that we will achieve our profitability and financial performance objectives in the future, whether on our expected timelines, or at all. Sources of Liquidity Our primary cash needs are for operating expenses, working capital and capital expenditures to support our business. We finance our operations primarily through sales of our products and existing cash. We may also generate incremental cash through ingredient sales and from sales of certain fixed assets. We no longer satisfy the eligibility requirements for use of a registration statement on Form S-3 and, as a result, are unable to access our ATM Program. On May 7, 2025, we entered into the Loan and Security Agreement, which provides for a new first-lien senior secured debt in an aggregate principal amount of up to $100.0 million. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. We plan to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. As of June 27, 2026 and December 31, 2025, we had $110.9 million and $104.6 million, respectively, in Delayed Draw Term Loans outstanding, including accrued PIK interest, which is included in Delayed draw term loans, net, in our unaudited condensed consolidated balance sheets, and have no amounts available to borrow. See Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. As of June 27, 2026, we had $171.4 million in unrestricted cash and cash equivalents and $14.8 million in restricted cash, which was comprised of $12.6 million to secure the letter of credit delivered to our Landlord as security for the performance of our obligations under our Campus Lease, $1.2 million to secure the letter of credit associated with a third party contract manufacturer in Europe and $1.0 million to secure the letter of credit associated with our Sales Agreement with Roquette to purchase pea protein. As of June 27, 2026 and December 31, 2025, $9.3 million and $9.3 million, respectively, of the restricted cash was included in Restricted cash, non-current. In June 2026, we received $4.0 million from a former co-manufacturer pursuant to an $11.0 million settlement agreement we entered on April 20, 2026, and, on July 10, 2026, we received the remaining $7.1 million in cash including interest from that settlement. 81 Table of Contents Cash Flows The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the periods indicated (in thousands): Six Months Ended June 27, 2026 June 28, 2025 Cash (used in) provided by: Operating activities $ (23,156) $ (57,974) Investing activities $ (2,295) $ (6,075) Financing activities $ (6,613) $ 32,259 Net Cash Used in Operating Activities In the six months ended June 27, 2026, we incurred a net loss of $12.1 million, which was the primary reason for net cash used in operating activities of $23.2 million. Net cash provided by changes in our operating assets and liabilities were $20.3 million, primarily due to a decrease in all major classes of inventories resulting from our continued focus on inventory reduction, and an increase in accounts payable from the timing of payments of vendor invoices; and an increase in accrued expenses and other current liabilities. In addition, $31.4 million of non-cash net adjustments to reconcile net loss to net cash used in operating activities included gain on debt extinguishment, gain on the remeasurement of derivative liability, remeasurement of Delayed Draw Term Loan warrant liability relating to the Delayed Draw Term Loan Warrants, depreciation and amortization expense, including accelerated depreciation recorded resulting from the cessation of our operational activities in China, share-based compensation expense, PIK interest and amortization of debt issuance costs and debt discount. In the six months ended June 28, 2025, we incurred a net loss of $92.9 million, which was the primary reason for net cash used in operating activities of $58.0 million. Net cash provided by changes in our operating assets and liabilities were $15.1 million, primarily due to an increase in accounts payable from timing of payments of vendor invoices; a decrease in overall inventory levels due to ongoing efforts to optimize working capital; an increase in accrued expenses and other current liabilities from an increase in accruals; an increase in VAT prepayments on EU purchases; an increase in prepayments for ingredients and marketing services; an increase in accounts receivable balances due to a decrease in billings to customers; an increase in prepaid lease costs, non-current due to lease payments towards unoccupied phases of our Campus Headquarters facility for which leases have not yet commenced; and a decrease in operating lease liabilities due to a reduction in new leases entered into. In addition, $19.8 million of non-cash net adjustments to reconcile net loss to net cash used in operating activities included depreciation and amortization expense, including accelerated depreciation recorded resulting from the cessation of our operational activities in China, share-based compensation expense, non-cash lease expense and amortization of convertible debt issuance costs and unrealized gains on foreign currency exchange transactions. In the six months ended June 27, 2026 and June 28, 2025, depreciation and amortization expense was $13.5 million and $15.7 million, respectively, including $2.1 million and $2.6 million, respectively, in accelerated depreciation related to the reassessment of the useful lives of certain assets in China resulting from the cessation of our operational activities in China. Net Cash Used in Investing Activities Net cash used in investing activities primarily relates to capital expenditures to support our investments in property, plant and equipment, offset by proceeds from sales of certain fixed assets. 82 Table of Contents In the six months ended June 27, 2026, net cash used in investing activities was $2.3 million and consisted of $4.0 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, and $0.2 million in cash outflows for payment of security deposits, partially offset by $1.9 million in proceeds from sales of certain fixed assets and certain assets held for sale. In the six months ended June 28, 2025, net cash used in investing activities was $6.1 million and consisted of $6.4 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, partially offset by $0.3 million in proceeds from sales of certain fixed assets. Net Cash (Used in) Provided by Financing Activities In the six months ended June 27, 2026, net cash used in financing activities was $6.6 million, primarily from cash outflows of $3.6 million in payments under finance lease obligations, and $3.0 million in payments of minimum withholding taxes on net share settlement of equity awards. In the six months ended June 28, 2025, net cash provided by financing activities was $32.3 million, primarily from a cash inflow of $40.0 million in proceeds from the Delayed Draw Term Loan described above, partially offset by cash outflows for payments of $6.5 million in debt issuance costs, $0.9 million in payments under finance lease obligations, and $0.3 million in payments of minimum withholding taxes on net share settlement of equity awards. Contractual Obligations and Commitments There have been no significant changes during the six months ended June 27, 2026 to the contractual obligations disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in the 2025 10-K, other than the following: Debt Obligations In March 2021, we issued a total of $1.15 billion aggregate principal amount of 2027 Notes. The proceeds from the issuance of the 2027 Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million. In connection with the Exchange Offer, we issued a total of (i) $209,721,000 in aggregate principal amount of 2030 Notes (inclusive of $12.5 million in aggregate principal amount of 2030 Notes as payment of the SteerCo Premium) and (ii) 317,834,446 New Shares. The tendered and accepted 2027 Notes together represented 97.44% of the aggregate principal amount of 2027 Notes outstanding prior to the Exchange Offer. As of June 27, 2026 and December 31, 2025, $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding. The carrying amount of the liability for the 2030 Notes as of June 27, 2026 and December 31, 2025, was $208.7 million and $308.4 million, respectively, net of debt discount, which represents the issuance date principal amount plus the undiscounted future cash flows using the PIK election, including any amounts contingently payable, and amounts reduced, on a pro rata basis, from partial conversion settlements completed during the period, offset by amortization of the debt discount, included in 2030 Notes, net, under Long-term liabilities in our unaudited condensed consolidated balance sheets. We expect to continue to make the PIK election throughout the term of the 2030 Notes. See Liquidity and Capital Resources—Convertible Notes and Exchange Offer above and Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. In the fourth quarter of 2025, we commenced the Exchange Offer to exchange any and all of the 2027 Notes for a pro rata portion of (i) up to $202.5 million in aggregate principal amount of 2030 Notes and (ii) up to 326,190,370 New Shares. See Liquidity and Capital Resources—Convertible Notes and Exchange Offer above. 83 Table of Contents During the six months ended June 27, 2026, pursuant to the 2030 Notes Indenture, we issued an aggregate of 57,408,142 Conversion Shares to certain holders of the 2030 Notes upon the conversion by such holders of $68.8 million in aggregate principal amount of 2030 Notes into shares of the Company’s common stock. On May 7, 2025, we entered into the Loan and Security Agreement with the Lenders and certain of our subsidiaries, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility in an aggregate principal amount of up to $100.0 million. In connection with the Loan and Security Agreement, we also entered into the Delayed Draw Term Loan Warrant Agreement relating to the issuance of the Delayed Draw Term Loan Warrants that grant the Lenders the right to purchase up to, in the aggregate, 9,558,635 shares of our common stock. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loan, we would execute and deliver to the applicable Delayed Draw Term Loan Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of the Delayed Draw Term Loan provided by such Lender on the date thereof. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. As of June 27, 2026 and December 31, 2025, we had $110.9 million and $104.6 million, respectively, in Delayed Draw Term Loans outstanding, including accrued PIK interest, which is included in Delayed draw term loans, net, in our unaudited condensed consolidated balance sheets, and have no amounts available to borrow. See Liquidity and Capital Resources—Loan and Security Agreement; Delayed Draw Term Loan Warrant Agreement above, and Note 1, Introduction, Note 2, Summary of Significant Accounting Policies, and Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Leases We paid $1.6 million and $8.3 million in rent prepayments and payments towards construction costs of the Campus Headquarters in the six months ended June 27, 2026 and year ended December 31, 2025, respectively. See Note 6, Leases and Note 12, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Big Geyser On April 15, 2026, we entered into a distribution agreement (the “Distribution Agreement”) with Big Geyser, Inc. (“Big Geyser”), pursuant to which Big Geyser will sell, distribute, market and assist in the promotion of our products. On June 22, 2026, in connection with the Distribution Agreement, we and Big Geyser entered into two separate warrant agreements (each as further described below) setting forth the rights and obligations of the Company and Big Geyser in connection with warrants representing Big Geyser’s right to purchase up to, in the aggregate, 4,166,667 shares of our common stock. Tranche 1 Warrant Agreement The first warrant (the “BG Tranche 1 Warrant”) entitles Big Geyser to purchase up to an aggregate of 2,500,000 shares of common stock at an exercise price of $0.60 per share. The BG Tranche 1 Warrant is exercisable by Big Geyser, in whole or in part, at any time, or from time to time, prior to the expiration of the warrant agreement governing the BG Tranche 1 Warrant (the “BG Tranche 1 Warrant Agreement”), by tendering to us at our principal office a notice of exercise. Promptly upon receipt of such exercise notice and the payment of the exercise price, and in no event later than two (2) business days thereafter, we will issue to Big Geyser the whole number of shares of common stock purchased plus an amount in cash representing any fractional share of common stock otherwise due upon such exercise. The BG Tranche 1 Warrant will be exercisable by payment in cash from time to time until or prior to 5:00 p.m. (Eastern Time) on the eighteen-month anniversary of the initial issuance of the BG Tranche 1 Warrant. The BG Tranche 1 Warrant is subject to adjustment from time to time in accordance with the provisions of the BG 84 Table of Contents Tranche 1 Warrant Agreement, including a weighted average adjustment for certain below-market issuances of equity or equity-linked securities, subject to exceptions set forth in the BG Tranche 1 Warrant Agreement. The BG Tranche 1 Warrant may not be transferred or assigned to any person other than Permitted Transferees (as defined in the BG Tranche 1 Warrant Agreement) without our prior written consent. See Note 10, Stockholders’ Equity (Deficit), to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Tranche 2 Warrant Agreement The second warrant (the “BG Tranche 2 Warrant” and, together with the BG Tranche 1 Warrant, the “BG Warrants”) entitles Big Geyser to purchase up to an aggregate of 1,666,667 shares of common stock at an exercise price of $0.001 per share. The BG Tranche 2 Warrant is subject to certain performance-based vesting conditions based on the cumulative number of cases of the Company’s beverage products sold by Big Geyser into retail, convenience, foodservice and other outlets in the New York metropolitan area as described in the BG Tranche 2 Warrant Agreement (as defined below). The BG Tranche 2 Warrant, if vested, is exercisable by Big Geyser, in whole or in part, at any time, or from time to time, prior to the expiration of the warrant agreement governing the BG Tranche 2 Warrant (the “BG Tranche 2 Warrant Agreement” and, together with the BG Tranche 1 Warrant Agreement, the “BG Warrant Agreements”), by tendering to us at our principal office a notice of exercise. Promptly upon receipt of such exercise notice and the payment of the exercise price, and in no event later than two (2) business days thereafter, we will issue to Big Geyser the whole number of shares of common stock purchased plus an amount in cash representing any fractional share of common stock otherwise due upon such exercise. The BG Tranche 2 Warrant, if vested, will be exercisable by payment in cash or by way of “Net-Share Settlement” (as defined in the BG Tranche 2 Warrant Agreement) from time to time until or prior to 5:00 p.m. (Eastern Time) on the 20th business day following the expiration of the Distribution Agreement. The BG Tranche 2 Warrant is subject to adjustment from time to time in accordance with the provisions of the BG Tranche 2 Warrant Agreement, including a weighted average adjustment for certain below-market issuances of equity or equity-linked securities, subject to exceptions set forth in the BG Tranche 2 Warrant Agreement. The BG Tranche 2 Warrant may not be transferred or assigned to any person other than Permitted Transferees (as defined in the BG Tranche 2 Warrant Agreement) without our prior written consent. See Note 10, Stockholders’ Equity (Deficit), to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. China Investment and Lease Agreement In 2020, we and our subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd. (“BYND JX”), entered into an investment agreement with the Administrative Committee (the “JX Committee”) of the Jiaxing Economic & Technological Development Zone (the “JXEDZ”) pursuant to which, among other things, BYND JX agreed to make certain investments in the JXEDZ in two phases of development, and we agreed to guarantee certain repayment obligations of BYND JX under such agreement. As of June 27, 2026, we had invested $22.5 million as the registered capital of BYND JX that included $0.5 million to fund the cessation of its operational activities in China, and advanced $20.0 million to BYND JX. During the six months ended June 27, 2026, we determined that the cessation of our operational activities in China was substantially complete. As a result, we reclassified approximately $0.9 million of cumulative foreign currency translation losses related to BYND JX from Accumulated other comprehensive loss to Other (expense) income, net in our unaudited condensed consolidated statement of operations. See Note 12, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. During Phase 1, we agreed to invest $10.0 million as the registered capital of BYND JX in the JXEDZ through intercompany investment in BYND JX. and BYND JX agreed to lease a facility in the JXEDZ for a 85 Table of Contents minimum of two years. In connection with such agreement, BYND JX entered into a factory leasing contract with a JXEDZ company, pursuant to which BYND JX agreed to lease and renovate a facility in the JXEDZ and lease it for a minimum of two years. In 2022, the lease was amended to extend the term for an additional five years without rent escalation. On February 24, 2025, as part of our Global Operations Review, our board of directors approved a plan to suspend our operational activities in China, which ceased as of the end of 2025. As of June 27, 2026, we continued to use this facility in the process of winding down our operational activities in China and have notified the landlord of our intention to terminate the lease at the end of August 2026. The Planet Partnership In 2021, we entered into the Planet Partnership, LLC (“TPP”), a joint venture with PepsiCo, Inc., to develop, produce and market innovative snack products made from plant-based protein. In the three months ended June 27, 2026 and June 28, 2025, we recognized our share of the loss in TPP in the amount of $16,000 and $59,000, respectively. In the six months ended June 27, 2026 and June 28, 2025, we recognized our share of the loss in TPP in the amount of $32,000 and $70,000, respectively. As of June 27, 2026 and December 31, 2025, we had contributed our share of the investment in TPP in the amount of $27.6 million. See Note 12, Commitments and Contingencies, and Note 15, Related Party Transactions, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Purchase Commitments In 2022, we entered into a co-manufacturing agreement (“Agreement”) with a co-manufacturer to manufacture various products. The Agreement included a minimum order quantity commitment per month and an aggregate quantity over a five-year term. On November 21, 2023, we terminated the Agreement because the co-manufacturer failed to meet its obligations under the Agreement and recorded $4.4 million in termination-related charges. In March 2024, the co-manufacturer brought an action against us in a confidential arbitration proceeding. See Note 12, Commitments and Contingencies—Litigation—Arbitration with Former Co-Manufacturer, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. On April 24, 2026, the parties reached a full and final settlement in the amount of $11.0 million, which was due and payable to us within 60 days. We received $4.0 million of the settlement amount related to this dispute in June 2026, and the remaining $7.1 million, which includes approximately $0.1 million of interest, was received on July 10, 2026. We recognized $11.0 million as a reduction of SG&A expenses in our unaudited condensed consolidated statements of operations for the three and six months ended June 27, 2026, and recorded $7.1 million in Prepaid expenses and other current assets, on our unaudited condensed consolidated balance sheet as of June 27, 2026. On March 28, 2026, we and Roquette Frères (“Roquette”) entered into a Sales Agreement (the “Sales Agreement”) pursuant to which Roquette will provide us with pea protein. The Sales Agreement expires on December 31, 2027, subject to extension or early termination under certain circumstances. The Sales Agreement provides for pea protein to be supplied by Roquette in each of 2026 and 2027, on a purchase order basis per specified minimum annual base quantities, subject to periodic adjustment based on our binding forecasted requirements throughout the term. We are not required to purchase and Roquette is not required to deliver pea protein in amounts in excess of such specified minimum annual quantities. The total annual amount purchased each year by us must be at least the minimum amount specified in the Sales Agreement, which totals in the aggregate approximately $23.5 million (subject to annual inflationary and exchange rate adjustments) over the term of the Sales Agreement. If we do not purchase the applicable minimum annual quantities, we will be required to pay Roquette liquidated damages calculated as a percentage of the amount we would have been required to pay for the unpurchased volumes in the relevant year, subject to roll over of a portion of unpurchased volumes from year to year. The Sales Agreement requires us to procure a $1.0 million standby letter of credit to secure our payment obligations thereunder and also provides for us and Roquette to indemnify one another in certain circumstances. We procured a $1.0 million standby letter of credit to secure 86 Table of Contents our payment obligations under the Sales Agreement, which is included in Restricted cash, non-current as of June 27, 2026. As of June 27, 2026, pursuant to the Sales Agreement, we had committed to purchase pea protein inventory totaling $18.6 million, of which $6.9 million is expected to be purchased in 2026 and $11.7 million in 2027. As of June 27, 2026, we had $4.3 million in outstanding purchase order commitments for capital expenditures primarily to purchase property, plant and equipment including machinery and equipment, payments for which will be due within twelve months of June 27, 2026. Critical Accounting Policies and Estimates In preparing our financial statements in accordance with GAAP, we are required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs and expenses, and disclosure of contingent assets and liabilities that are reported in the financial statements and accompanying disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates and assumptions. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain. Therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates and assumptions. See Note 2, Summary of Significant Accounting Policies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report for information about these critical accounting policies as well as a description of our other accounting policies. There have been no material changes in our critical accounting policies and estimates during the six months ended June 27, 2026, compared to those disclosed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, in our 2025 10-K. Recently Adopted Accounting Pronouncements Please refer to Note 2, Summary of Significant Accounting Policies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report for a discussion of recently adopted accounting pronouncements and new accounting pronouncements that may impact us. 87 Table of Contents
We are exposed to certain market risks in the ordinary course of our business, including fluctuations in interest rates, raw material prices, foreign currency exchange fluctuations and inflation as follows: Interest Rate Risk Our cash consists of amounts held by third party fina…
We are exposed to certain market risks in the ordinary course of our business, including fluctuations in interest rates, raw material prices, foreign currency exchange fluctuations and inflation as follows: Interest Rate Risk Our cash consists of amounts held by third party financial institutions. Our investment policy has as its primary objective investment activities which preserve principal without significantly increasing risk. On May 7, 2025, we, as borrower, entered into the Loan and Security Agreement with the Lenders and certain of our subsidiaries party thereto from time to time, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility and the loans thereunder in an aggregate principal amount of $100.0 million. The Delayed Draw Term Loans borrowed under the Loan and Security Agreement mature on the Initial Maturity Date, which date may be extended by us, with the relevant Lenders’ consent, to no later than May 7, 2035. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such times, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. As of June 27, 2026 and December 31, 2025, we had $110.9 million and $104.6 million, respectively, in Delayed Draw Term Loans outstanding, including accrued PIK interest, which is included in Delayed draw term loans, net in our consolidated balance sheet, and have no amounts available to borrow. Borrowings under the Loan and Security Agreement accrue interest at a rate per annum of 12.0%; provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date, then such rate per annum will be 17.5% after the Initial Maturity Date. Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services. Accrued but unpaid interest on each Delayed Draw Term Loan will be compounded on a quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement. Among other things, the Loan and Security Agreement includes covenants that (i) require us to maintain liquidity of at least $15.0 million, (ii) do not permit our cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year of the Company, in the aggregate, to exceed $20.0 million, and (iii) cap the amount of cash that can be used to repay the 2027 Notes at maturity at $60.0 million, subject to increase to the extent of any equity raises by us. The Loan and Security Agreement also contains covenants that restrict the ability of the Loan Parties and certain of their subsidiaries to make dividends or distributions, incur additional debt (including subordinated debt), engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change their businesses or make investments. The Loan and Security Agreement also contains change of control provisions that could have the effect of delaying or preventing an otherwise beneficial takeover of the Company. On October 15, 2025, in connection with the Exchange Offer, we entered into (1) the First Amendment to LSA with Unprocessed Foods, which, among other things, added cross defaults to the Loan and Security Agreement related to events of default under other debt secured by a second priority security interest and certain secured debt for borrowed money and (2) the Intercreditor Agreement with Unprocessed Foods and the Collateral Agent under the 2030 Notes, which, among other things, provides for the relative priorities of the security interests in the assets securing the 2030 Notes, the loans pursuant to the Loan and Security Agreement and certain of our additional debt, and certain other matters relating to the administration of security interests. The terms of the Intercreditor Agreement expressly subordinate, in right of payment and in liens, the obligations under the 2030 Notes to the obligations under the Loan and Security Agreement. See Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. 88 Table of Contents Ingredient Risk We are exposed to risk related to the price and availability of our ingredients because our profitability is dependent on, among other things, our ability to anticipate and react to raw material and food costs. Currently, the main ingredient we use in many of our products is pea protein, which is sourced from peas grown in Canada, France and the United States, with the majority of our pea protein volume sourced from Canada. The prices of pea protein and other ingredients we use, such as avocado oil, are subject to many factors beyond our control, such as the number and size of farms that grow yellow peas, the vagaries of the farming businesses, including poor harvests due to adverse weather conditions, natural disasters and pestilence, and changes in national and world economic conditions. The markets for some of the ingredients we use, such as avocado oil, may be particularly volatile due to factors such as limited supply sources, crop yield, seasonal shifts, climate conditions, water demand, industry demand, including as a result of food safety concerns, product recalls and government regulations. For additional information, see Part I, Item 1A, Risk Factors—Risks Related to Our Business—Because we rely on a limited number of third party suppliers, we may not be able to obtain raw materials on a timely basis or in sufficient quantities at competitive prices to produce our products or meet the demand for our products, in our 2025 10-K. In addition, we purchase some ingredients and other materials offshore, and the price and availability of such ingredients and materials may be affected by political events or other conditions in these countries or tariffs or trade wars. For example, the United States has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs. The imposition of new or increased tariffs could materially and adversely affect the accessibility or affordability of our ingredients and, in turn, our business, financial condition and results of operations. For additional information, see Part I, Item 1A, Risk Factors—Risks Related to Our Business—Disruptions in the worldwide economy, including an economic recession, downturn, changes to trade policies, periods of rising or high inflation or economic uncertainty and volatility, have adversely affected and may continue to adversely affect our business, results of operations and financial condition, in our 2025 10-K In the three months ended June 27, 2026, a hypothetical 10% increase or 10% decrease in the weighted-average cost of pea protein, our primary ingredient, would have resulted in an increase of approximately $0.5 million, or a decrease of approximately $0.5 million, respectively, to cost of goods sold. In the six months ended June 27, 2026, a hypothetical 10% increase or 10% decrease in the weighted-average cost of pea protein, our primary ingredient, would have resulted in an increase of approximately $0.9 million, or a decrease of approximately $0.9 million, respectively, to cost of goods sold. We are working to diversify our sources of supply and intend to enter into long-term contracts to better ensure stability of prices of our raw materials. We have entered into a multi-year sales agreement with Roquette for the supply of pea protein, which expires in December 2027, subject to extension or early termination under certain circumstances. See Note 12, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Foreign Currency Risk We are exposed to foreign currency exchange risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location's functional currency. Our foreign entities use their local currency as the functional currency. For these entities, we translate net assets into U.S. dollars at period end exchange rates, while revenue and expense accounts are translated at average exchange rates prevailing during the periods being reported. Resulting foreign currency translation adjustments are included in Accumulated other comprehensive income and foreign currency transaction gains and losses are included in Other, net. Foreign currency transaction gains and losses on long-term intra-entity transactions are recorded as a component of Other comprehensive loss. 89 Table of Contents Foreign currency transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency transaction gains and losses that impact our results of operations. Our foreign currency exchange risk is primarily related to our intercompany balances denominated in various foreign currencies. We have exposure to the European Euro and, to a lesser extent, the Chinese Yuan. Our exposure to the Chinese Yuan decreased following the cessation of our operational activities in China, although we may continue to have exposure to residual RMB-denominated monetary assets and liabilities during the wind-down period. Foreign currency translation gain (loss), net of tax, reported as cumulative translation adjustment through Other comprehensive income (loss), net of tax were $2.7 million and $(2.5) million in the three months ended June 27, 2026 and June 28, 2025, respectively. Foreign currency translation gain (loss), net of tax, reported as cumulative translation adjustment through Other comprehensive income (loss), net of tax were $3.1 million and $(3.5) million in the six months ended June 27, 2026 and June 28, 2025, respectively. Net realized and unrealized foreign currency transaction (losses) gains included in Other, net were $(1.8) million and $7.5 million in the three months ended June 27, 2026 and June 28, 2025, respectively. Net realized and unrealized foreign currency transaction (losses) gains included in Other, net were $(3.1) million and $11.0 million in the six months ended June 27, 2026 and June 28, 2025, respectively. During the six months ended June 27, 2026, we determined that the cessation of our operational activities in China was substantially complete. As a result, we reclassified approximately $0.9 million of cumulative foreign currency translation losses related to BYND JX from Accumulated other comprehensive loss to Other (expense) income, net in our unaudited condensed consolidated statement of operations. Based on the intercompany balances as of June 27, 2026, an assumed 5% or 10% adverse change to foreign currency exchange rates would result in a loss of approximately $5.6 million or $11.2 million, respectively, recorded in Other, net in the three and six months ended June 27, 2026. Inflation Risk Although we have seen inflation in certain raw materials, and in the cost of logistics and labor, we do not believe that inflation has had a material effect on the costs of our inputs to date. Although difficult to quantify, we believe inflation is likely having an adverse effect on our end customers’ ability to purchase our products, resulting in decreased sales. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations and financial condition. For additional information, see Part I, Item 1A, Risk Factors—Risks Related to Our Business—Inflationary price pressures of raw materials, labor, transportation, fuel or other inputs used by us and our suppliers, including the effects of high interest rates, has negatively impacted, and could continue to negatively impact our business and results of operations, in our 2025 10-K. 90 Table of Contents
Read original filing text →We are subject to various legal proceedings and claims that arise in the ordinary course of our business. We establish an accrued liability for legal matters when those matters present loss contingencies that are both probable and estimable. No loss contingency is recorded for m…
We are subject to various legal proceedings and claims that arise in the ordinary course of our business. We establish an accrued liability for legal matters when those matters present loss contingencies that are both probable and estimable. No loss contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both). For a description of our material pending legal proceedings, please see Note 12, Commitments and Contingencies—Litigation, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Although it is reasonably possible that actual losses could be in excess of our accrual, we are unable to estimate a reasonably possible loss or range of loss in excess of its accrual, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. It is not possible to predict the ultimate outcome of all pending legal proceedings, and some of the matters discussed elsewhere in this report seek or may seek potentially large and/or indeterminate amounts. Any such loss or excess loss could have a material effect on our business, financial condition, results of operations or cash flows. The final results of any current or future proceeding cannot be predicted with certainty, and until there is final resolution on any such matter that we may be required to accrue for, we may be exposed to loss in excess of the amount accrued. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Read original filing text →In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in our 2025 10-K, as updated and supplemented below and in our subsequent filings. These risks could materially harm our business,…
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in our 2025 10-K, as updated and supplemented below and in our subsequent filings. These risks could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or future results. Risk Factors Risks Related to Our Business Our strategic repositioning to “Beyond The Plant Protein Company” may not be successful, and our failure to effectively execute or realize the anticipated benefits of this strategy could have a material adverse effect on our business, brand, financial condition, results of operations and cash flows. In April 2026, we announced a strategic repositioning of our brand to “Beyond The Plant Protein Company,” under which we are expanding beyond our plant-based meat products into a broader portfolio of plant-based protein offerings across multiple categories and adjacencies, including products like Beyond Immerse, our first functional beverage line of sparkling plant-based protein drinks. This repositioning is intended to address prolonged weakness and category contraction in the traditional plant-based meat segment by leveraging our plant-based protein expertise, technology platform and brand to pursue new growth opportunities. However, this shift involves significant strategic, operational, and financial risks and uncertainties. We may not successfully reposition our brand in the minds of consumers, retailers or distributors, or we may fail to achieve meaningful consumer acceptance or incremental demand for a broader set of plant-based protein products. The repositioning may require substantial management time and financial resources that could otherwise be allocated to optimizing our plant-based meat products, our cost structure or addressing ongoing category headwinds. These risks are heightened in light of our history of net losses and negative cash flows from operations, which may limit our ability to fund the repositioning strategy or absorb the financial impact of an 94 Table of Contents unsuccessful transition. See the risk factors related to our liquidity and capital resources discussed in our 2025 10-K. Execution of the repositioning strategy could also result in brand dilution or confusion if consumers do not associate our expanded portfolio with the same quality, taste or values as our plant-based meat products. We may encounter challenges in integrating new product lines, managing channel conflicts, forecasting demand across disparate categories, or achieving targeted margins and returns on investment in adjacencies that have different competitive dynamics, supply chains, regulatory requirements and consumer usage occasions than our plant-based meat product offerings. If the strategy does not reverse or sufficiently mitigate the multi-year decline in demand for plant-based meat, or if it diverts focus without delivering offsetting revenue growth, we could experience continued or accelerated revenue declines, higher operating losses, excess inventory charges, asset impairments or other adverse financial impacts. Any failure to successfully execute, communicate, or realize the benefits of our strategic repositioning could materially harm our competitive position, brand reputation and long-term growth prospects. Risks Related to Our Products We may not successfully innovate, introduce or commercialize new products in adjacent categories outside our plant-based meat products, including our recently launched beverage line, Beyond Immerse, and any failure could materially adversely affect our business, financial condition, results of operations and cash flows. As part of our strategy to expand our product offering to become a leading plant-based protein company, we are pursuing opportunities in new product categories and adjacencies that leverage our plant-protein expertise, technology platform and brand. In April 2026, we entered into a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, to expand distribution of Beyond Immerse, our first functional beverage line of sparkling plant-based protein drinks, beyond direct-to-consumer channels into retail, convenience, foodservice and other outlets in the New York Metropolitan area. These efforts involve significant risks and uncertainties, many of which are heightened because beverages represent a new category with different formulation requirements, manufacturing processes, supply chains, shelf-life and storage needs, regulatory and labeling standards, and consumer usage patterns than our traditional plant-based meat products. In particular, functional beverages with protein or nutritional claims may be subject to heightened regulatory scrutiny by the FDA and FTC, including with respect to nutrient content claims, structure/function claims and advertising substantiation, and any enforcement actions, required label modifications or restrictions on our marketing practices could increase our costs, delay our product launches or limit our ability to market Beyond Immerse as intended. We may not accurately predict consumer taste preferences, demand or acceptance of Beyond Immerse or other new offerings that we may announce in the future, including whether our plant-based meat consumers will adopt functional beverages or whether the new line will attract new consumers. The timing, scale and success of distribution expansion, including our partnership with Big Geyser, may fall short of expectations due to performance issues, channel conflicts, termination risks or slower-than-anticipated rollout. We could also encounter delays or failures in scaling production, securing adequate ingredient supply, obtaining necessary permits, or achieving targeted pricing, margins or scale in the highly competitive beverage category. We may also encounter aggressive responses from well-established and better capitalized competitors in the broader beverage category. In addition, any quality, safety or performance issues with the new beverage products could harm our overall brand reputation. These initiatives also require the allocation of management attention and financial resources that could otherwise be directed toward our existing business or other priorities, and we may not realize the anticipated benefits or return on investment from these efforts in the time frame expected or at all. Any of the foregoing could result in lower-than-expected revenues from Beyond Immerse or our plant-based meat product portfolio, higher-than-anticipated costs, excess inventory or obsolescence charges, impairment of 95 Table of Contents related assets or diversion of resources, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. These risks are in addition to the broader risks associated with the persistent decline in demand for plant-based meat products, intense competition and our history of operating losses. Failure to continually innovate and successfully introduce and commercialize new products or successfully improve existing products may adversely affect our ability to grow. A key element of our long-term growth strategy depends on our ability to develop and market new products and improvements to our existing products that meet our standards for quality and appeal to consumer preferences. For example, in 2025, we introduced our Beyond Ground, Beyond Steak Filet and Beyond Chicken Pieces lines and announced an expanded line of Beyond Steak. In January 2026, we introduced Beyond Immerse, a plant-based protein drink, in direct-to-consumer sales. In April 2026, we expanded our line of Beyond Chicken Pieces to Beyond Chicken Pieces Spicy Buffalo and announced a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, for the launch of Beyond Immerse beyond the direct-to-consumer channel, expanding our first functional beverage line into the New York market with three distinct flavors. The success of our innovation and product development efforts, including the improvement of our existing plant-based meat product lines and the expansion to adjacent products outside of the plant-based meat category, is affected by our ability to anticipate changes in consumer preferences, accurately predict taste preferences and purchasing habits of consumers in new geographic markets, the technical capability of our innovation staff in developing and testing product prototypes, including complying with applicable governmental regulations, commercialization and scale-up of new products, the success of our management and sales and marketing teams in introducing and marketing new products, our ability to adapt to changes in technology, including the successful utilization of data analytics, artificial intelligence and machine learning, managing the distribution of new products and managing our partnerships with distributors in a product category that we have limited experience with. Our innovation staff members are continuously testing alternative plant-based proteins to the proteins we currently use in our products, as they seek to find additional protein options to our current ingredients that are more easily sourced, and which retain and build upon the quality and appeal of our current product offerings. Failure to develop, commercialize and market new products that appeal to consumers may lead to a decrease in our sales and profitability. Additionally, the development and introduction of new products, such as Beyond Immerse, requires substantial research, development, branding and marketing expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance or their contributions to our revenue and margins are less than we expect. Certain of our recently introduced new products, such as Beyond Immerse, are in highly competitive product categories and others that are introduced into select foodservice locations or currently sold exclusively through our Beyond Test Kitchen DTC channel, may not gain broader acceptance from our customers or consumers. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business could be harmed. Risks Related to Regulatory and Legal Compliance Matters, Litigation and Legal Proceedings Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the FDA or U.S. Department of Agriculture (the “USDA”), state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” or other similar words in connection with plant-based meat products could adversely affect our business, prospects, results of operations or financial condition. The FDA and the USDA, state regulators or similar foreign regulatory authorities, such as Health Canada or the CFIA, or authorities of the U.K., the EU or the EU member states, or China, including the State Administration for Market Regulation and its local counterpart agencies, could take action to impact our ability to use the term “meat” or similar words (such as “beef,” “burger” or “sausage,” including the Beyond Meat logo of the Caped Longhorn superhero) to describe or advertise our products. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state authorities or other regulators could interpret the use of the term “meat” or any similar phrase(s) to describe our 96 Table of Contents plant-based meat products as false or misleading or likely to create an erroneous impression regarding their composition. For example, the state of Missouri prohibits any person engaged in advertising, offering for sale, or sale of food products from misrepresenting a product as meat that is not derived from harvested production livestock or poultry. The state of Missouri Department of Agriculture has clarified its interpretation that products which include prominent disclosure that the product is “made from plants,” or comparable disclosure such as through the use of the phrase “plant-based,” are not misrepresented under the Missouri law. Additional states, including Arkansas, Georgia, Mississippi, Louisiana, Oklahoma, South Dakota, Texas, Virginia, and Wyoming, have subsequently passed similar laws, and legislation that would impose specific requirements on the naming of plant-based meat products has been introduced, but not enacted, in other states. The United States Congress considered (but did not pass) federal legislation, called the Real MEAT Act, that could require changes to our product labeling and marketing, including identifying products as “imitation” meat products, and that would give USDA certain oversight over the labeling of plant-based meat products. If similar bills gain traction and ultimately become law, we could be required to identify our products as “imitation” on our product labels. Further, the FDA recently issued draft guidance on naming plant-based meat alternatives that could impact our naming conventions on various products; while not binding, the guidance, when finalized, will reflect the FDA’s current thinking and expectations. Canadian Food and Drug Regulations also provide requirements for “simulated meat” products, including requirements around composition and naming. In Europe, the Agriculture Committee of the European Parliament proposed in May 2019 to reserve the use of “meat” and meat-related terms and names for products that are manufactured from the edible parts of animals. In October 2020, the European Parliament rejected the adoption of this provision. In the absence of European Union legislation, it was unclear whether member states remained free to establish national restrictions on meat-related names. In June 2020, France adopted a law prohibiting names to indicate foodstuffs of animal origin to describe, market or promote foodstuffs containing vegetable proteins. In October 2021, France published a draft implementing decree (the “Contested Decree”) to define, for example, the sanctions in case of non-compliance with the new law, and the Contested Decree went into effect in 2022. At the time, we took the view that the Contested Decree did not comply with the laws of the EU, in particular the principle of free movement of goods. In July 2022, at the request of a trade association, the French High Administrative Court partially suspended the execution of the Contested Decree. We filed an application for annulment against the Contested Decree and intervened in favor of the trade association in their pending case against the Contested Decree. Several plant-based companies filed voluntary intervention in support of our case on April 20, 2023. On July 12, 2023, the French High Administrative Court decided to refer the case to the CJEU. The CJEU was asked to decide on the lawfulness of the Contested Decree banning “meaty” names for plant-based protein under EU law. The procedure before the CJEU started on August 22, 2023, and we filed its submission on October 31, 2023. On January 15, 2024, the CJEU closed the written procedure. The period to request an oral hearing closed on February 5, 2024. In parallel to the litigation before the CJEU against the Contested Decree, on August 23, 2023, France published a proposal for a new decree replacing the Contested Decree (the “New Decree”). The New Decree removed some of the Contested Decree’s most open-ended language, but essentially maintained the prohibition on meaty names for plant-based proteins. The New Decree was subject to administrative review procedure by the European Commission (the EU’s executive body) and the EU member states other than France. The six-months standstill period under that procedure ended on February 23, 2024. We supported plant-based protein trade associations against the New Decree. On February 26, 2024, the New Decree was adopted. However, on April 10, 2024, the French High Administrative Court decided once again to postpone the applicability of the New Decree. The interim relief judge noted that there were serious doubts as to whether such national measures could be adopted based on EU law, which had already prompted the CJEU litigation. In this context, on March 1, 2024, the CJEU requested the French High Administrative Court to provide its view on the impact of the adoption of the New Decree on the litigation against the Contested Decree, and whether it should be declared moot or it should be allowed to proceed. On March 14, 2024, the French High Administrative Court responded to the CJEU's request for information asking it to rule in the proceedings. On 97 Table of Contents April 15, 2024, the CJEU decided that the litigation against the Contested Decree would proceed, and that an oral hearing was not necessary. On October 4, 2024, the CJEU rendered its judgment. The judgment of the CJEU determined that the manner in which the Contested Decree seeks to ban meat names for plant-based foods is unlawful under EU law. It sets a precedent on the extent to which EU member states may regulate the naming of plant-based foods at the national level in the absence of harmonization at the EU level. In its judgment, the CJEU also ruled that “meat” is defined under EU law as “edible parts of certain animals.” We are taking the view that the CJEU’s interpretation only affects the use of the term in the sales denomination on the label and not the use of the term in marketing and advertising materials. Following the CJEU’s judgment, the case was referred to the French High Administrative Court, which, on January 28, 2025, annulled the Contested Decree and the New Decree. Beyond Meat has been reimbursed by the French State for legal costs incurred in challenging the Contested Decree, for a total of 3,000 euros. France was the first EU member state to adopt such a law, but others followed. On December 16, 2023, an Italian law prohibiting names to indicate foodstuffs of animal origin to describe, market or promote foodstuffs containing vegetable proteins (“Italian Law”) entered into force. The Italian Law requires the Ministry of Agriculture to adopt a decree with the names that may not be used to describe plant-based products by February 16, 2024. However, on January 29, 2024, the European Commission issued a formal letter informing the Italian government that the Italian Law was adopted in violation of EU law, and is thus not applicable or enforceable. On February 28, 2024, the Italian Minister for Agriculture confirmed that the adoption of an implementing decree is currently suspended. We are not aware of any steps taken by the Italian government to adopt the implementing decree, nor have the authorities attempted to enforce the Italian Law. The judgment of the CJEU concerning the French ban will likely affect the approach taken by Italy in the future. Separately, on December 5, 2023, Poland published a draft decree banning the use of meaty names to designate plant-based products. In June 2024, a Polish association of breeders requested that the Ministry of Agriculture advance the decree and regulate the use of meaty names. However, no further legislative steps have been taken with respect to the draft decree since March 2024. The judgment of the CJEU concerning the French ban will likely affect the approach taken by Poland in the future. The CJEU judgment has provided clarification on the ability of EU member states to adopt national legislation with respect to sales denominations for plant-based products in the absence of harmonization at the EU level. EU member states may reflect on the CJEU judgment and take a position on whether to adopt national measures. Such measures could affect our ability to use certain terms for our plant-based products in the future. Moreover, in light of the CJEU judgment, EU member state regulatory authorities may take action with respect to the use of the term “meat” or similar terms in advertising materials and other labeling (beyond the sales denomination), such that we are unable to use those terms with respect to our plant-based products, we could be subject to enforcement action or recall of our products marketed with these terms, we may be required to modify our marketing strategy, or required to identify our products as “imitation” in our product labels, and our business, prospects, results of operations or financial condition could be adversely affected. For instance, the Belgian Inspectorate of the Ministry of Economy has taken the view that the Belgian Royal Decree of March 8, 1985 on the manufacture and trade of fresh minced meat restricts certain denominations to meat-based products. Belgian authorities have initiated proceedings against a retailer in Belgium selling Beyond Meat products, challenging the use of terms such as “gehakt” (“mince”) and “burger” for plant-based alternatives. In March 2025, the case was under review by the Belgian Food Safety Agency. To date, no further procedural steps or decisions have been communicated by the competent authorities. While we believe we have a defendable position, as the Royal Decree does not specifically reserve these terms for meat-based products, we are monitoring the situation closely to assess any potential impact on product labeling and marketing. Moreover, the Netherlands Food and Consumer Product Safety Authority sent the New Plant a warning letter indicating that the use of the term “gehakt” (“mince”) contravened the Dutch Commodities Act on Meat, Minced Meat and Meat Products. While we believe we have a defendable position, we have chosen to amend our labelling voluntarily going forward. 98 Table of Contents On July 16, 2025, the European Commission published a Proposal for a Regulation to amend Annex VII of Regulation (EU) No 1308/2013, which governs the common organization of the markets in agricultural products. The Proposal aims to introduce a new Part Ia to Annex VII, titled “Meat and Meat Product Designations”, defining “meat” as the “edible parts of an animal” and restricting the use of “meat products” along with several related terms exclusively to products derived from meat of animal origin. Under the current draft, these restrictions would apply not only to the name of the product but also at “all stages of marketing”. On June 10, 2026, the rapporteur for the European Parliament’s Committee on Agriculture and Rural Development published a draft report recommending the deletion of the proposed Part Ia, following the adoption of meat-designation rules through the separate legislative process described below. However, the legislative debate remains ongoing, and amendments have reportedly been proposed seeking to reinstate the meat designation provisions and extend the restrictions to additional terms, including “burger” and “sausage”, which are not reserved under Regulation (EU) 2026/1739. In October 2025, the European Parliament adopted a more restrictive amendment that introduces similar restrictions on the use of “meaty” names, but through a separate legislative proposal that is further along in the legislative process than the Commission’s Proposal of July 2025. Following the Parliament’s vote, the European Commission, the European Parliament, and the Council of the European Union entered informal trilogue negotiations to agree on a common text. Reportedly, during the last trilogue meeting held on March 5, 2026, the EU Institutions reached a provisional political agreement on a draft text that would reserve a list of approximately 31 terms, including “meat,” “chicken,” “steak,” and “bacon” for products of animal origin. Conversely, certain terms such as “burger” and “sausage” were not included among the reserved terms. On March 19, 2026, the Council of the European Union published the text of the provisional agreement. On June 16, 2026, the European Parliament adopted the text as its first reading position, and the Council formally adopted it on June 29, 2026. On July 29, 2026, the Regulation was published in the Official Journal of the European Union as Regulation (EU) 2026/1739 of the European Parliament and of the Council of 8 July 2026 amending Regulations (EU) No 1308/2013, (EU) 2021/2115 and (EU) 2021/2116 as regards the strengthening of the position of farmers in the food supply chain. The provisions concerning meat designations will apply after a three-year transition period following the Regulation's entry into force. Developments have also occurred outside the EU. On May 2, 2025, the Swiss Federal Supreme Court upheld the appeal brought by the Federal Department of Home Affairs concerning the use of certain meaty names for plant-based alternatives. According to the publicly available outcome and core reasoning, the court ruled that the use of the term “chicken” (“poulet”) for a plant-based product that does not contain any meat is misleading and, therefore, prohibited under Swiss law. In doing so, the court seems to confirm the position of the Federal Food Safety and Veterinary Office, as previously outlined in Information Letter 2020/3.1, which also prohibited the use of certain animal species names for plant-based products. Further, South Africa recently adopted Regulations relating to Meat Analogues, which also impose restrictions on the use of certain terms for plant-based products. Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the FDA, state regulators or similar foreign regulatory authorities that relate to the marketing or sale of “ultraprocessed” foods or ingredients could adversely affect our business, prospects, results of operations or financial condition. The FDA, state regulators or similar foreign regulatory authorities, could take action regarding “ultraprocessed” foods or ingredients that could impact our ability to sell or market our products. For example, FDA has indicated that it intends to define the term “ultraprocessed food” and is considering imposing certain labeling requirements or restrictions for such foods. If our products fell within FDA’s definition, the products could be impacted by any such requirements or restrictions, which could affect our labeling and/or marketing. Certain states, such as California, have also considered defining “ultraprocessed food” through state legislation and requiring certain labeling information for such foods. If such legislation was enacted, it could further affect our labeling and/or marketing. 99 Table of Contents
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