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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38879

BEYOND MEAT, INC.

(Exact name of registrant as specified in its charter)


Delaware			26-4087597
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

888 N. Douglas Street, Suite 100

El Segundo, CA 90245

(Address, including zip code, of principal executive offices)

(866) 756-4112

(Registrant’s telephone number, including area code)

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

BYND

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 28, ~~2024~~2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing sales price of the registrant’s common stock as reported on the Nasdaq Global Select Market on such date, was $0241.42 ~~billion~~million.

As of ~~March~~April 47, ~~2025~~2026, the registrant had 76463,~~131~~561,~~339~~581 shares of common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its ~~2025~~2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, ~~2024~~2025 are incorporated herein by reference in Part III where indicated.

TABLE OF CONTENTS
			Page
Note Regarding Forward-Looking Statements			i
Part I
Item 1. Business			1
Item 1A. Risk Factors			1316
Item 1B. Unresolved Staff Comments			5869
Item 1C. Cybersecurity			5869
Item 2. Properties			5970
Item 3. Legal Proceedings			6071
Item 4. Mine Safety Disclosures			6071
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			6071
Item 6. [Reserved]			6173
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			6274
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			85108
Item 8. Financial Statements and Supplementary Data			87111
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			~~138~~191
Item 9A. Controls and Procedures			~~138~~191
Item 9B. Other Information			~~142~~197
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			~~142~~197
Part III
Item 10. Directors, Executive Officers and Corporate Governance			~~143~~205
Item 11. Executive Compensation			~~143~~205
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			~~143~~205
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~143~~205
Item 14. Principal Accountant Fees and Services			~~143~~205
Part IV
Item 15. Exhibit and Financial Statement Schedules			~~144~~206
Item 16. Form 10-K Summary			~~148~~212
Signatures			~~149~~213

Note Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties concerning the business, products and financial results of Beyond Meat, Inc. (including its subsidiaries unless the context otherwise requires, “Beyond Meat,” “we,” “us,” “our” or the “Company”). We have based these forward-looking statements largely on our current opinions, expectations, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

•~~the~~a ~~sufficiency~~further ofdecrease ~~our~~in ~~cash~~demand, and ~~cash~~the ~~equivalents~~underlying tofactors ~~meet~~negatively ~~our~~impacting ~~liquidity needs~~demand, ~~including~~in ~~estimates~~the ofplant-based ~~our~~meat ~~expenses~~category, ~~future revenues, capital expenditures, capital requirements, and our ability to obtain additional equity or debt financing,~~ including the ~~terms~~exacerbation of ~~any~~weakness ~~such~~in ~~financing,~~the ~~and~~category toby ~~bolster~~the ~~and~~macroeconomic ~~restructure~~trends ~~our~~discussed ~~balance~~in ~~sheet~~this report;

•the ~~availability~~success of our ~~ATM~~marketing ~~Program~~initiatives ~~(as~~and ~~defined~~the ~~below)~~ability to maintain and grow our brand awareness, maintain, protect and enhance our brand, or rebrand altogether, attract and retain new customers and maintain and grow our market share, particularly while we are seeking to reduce our operating expenses;

•~~risks~~changes ~~related~~in tothe ~~our~~retail ~~significant debt~~landscape, including our ability to ~~repay~~maintain ~~our~~and ~~indebtedness,~~expand ~~limitations on~~ our ~~cash~~distribution ~~flows~~footprint, ~~from~~the ~~operating~~timing, ~~activities~~success and ~~our~~level ~~ability~~of totrade ~~satisfy~~and ~~our~~promotion ~~obligations~~discounts, ~~under~~ our ~~convertible senior notes (the “Notes”); our~~ ability to ~~refinance~~maintain ~~the~~and ~~Notes;~~grow ~~our~~market ~~ability~~share toand ~~raise~~increase ~~the~~household ~~funds necessary to repurchase the Notes for cash~~penetration, ~~under~~repeat ~~certain circumstances~~purchases, orbuying torates ~~pay~~(amount ~~any~~spent ~~cash~~per ~~amounts~~buyer) ~~due~~and ~~upon~~purchase ~~conversion;~~frequency, ~~the~~our ~~significant~~ability ~~dilution~~ to ~~existing~~maintain ~~stockholders~~and ~~that~~increase ~~will~~sales ~~result~~velocity ~~if we exchange any portion~~ of our ~~outstanding~~products, ~~Notes~~and ~~for equity; provisions in~~ the ~~indenture~~timing ~~governing~~and ~~the~~success ~~Notes~~of ~~delaying~~our orefforts ~~preventing~~to anexpand ~~otherwise~~distribution ~~beneficial~~channels, ~~takeover~~such ofas ~~us; and any adverse impact on~~ our ~~reported~~direct-to-consumer ~~financial~~(DTC) ~~condition~~channel, and ~~results~~planned ~~from~~new ~~the~~products ~~accounting~~or ~~methods~~recently ~~for~~launched ~~the Notes~~products;

•aour ~~further~~ability ~~decrease~~to insuccessfully ~~demand,~~innovate and ~~the~~commercialize ~~underlying~~new ~~factors~~plant-based ~~negatively~~protein ~~impacting demand~~products, including in ~~the~~adjacent ~~plant-based~~categories outside of our core, meat ~~category~~analogue offerings, and consumer acceptance of such new products;

•~~risks~~the ~~and~~sufficiency ~~uncertainties~~of ~~related~~our tocash ~~identifying~~ and ~~executing~~cash ~~certain~~equivalents ~~cost-reduction~~to ~~initiatives,~~meet ~~cost~~our ~~structure~~liquidity ~~improvements~~needs, ~~workforce~~including ~~reductions~~estimates ~~and executive leadership changes, and the timing and success~~ of ~~reducing~~our ~~operating~~ expenses, ~~and~~future ~~achieving~~revenues, ~~and/or~~capital ~~sustaining~~expenditures ~~our profitability~~ and ~~financial~~capital ~~performance objectives~~requirements;

•~~the~~our ~~timing~~ability ~~and~~to ~~success~~obtain ofadditional ~~narrowing~~equity ~~our~~and/or ~~commercial~~debt ~~focus~~financing, tothe ~~certain~~terms ~~anticipated~~of ~~growth~~any ~~opportunities;~~such ~~accelerating~~financing, ~~activities~~and ~~that~~our ~~prioritize~~ability ~~gross~~to ~~margin~~continue ~~expansion~~to ~~and~~bolster ~~cash~~our ~~generation~~balance sheet, ~~including~~particularly asbecause ~~part~~we ofno ~~our~~longer ~~review~~satisfy ofthe ~~our~~eligibility ~~global~~requirements ~~operations~~for ~~initiated~~use inof ~~November~~a ~~2023~~registration ~~(“Global~~statement ~~Operations~~on ~~Review”);~~Form ~~changes~~S-3 toand, ~~our~~as ~~pricing~~a ~~architecture~~result, ~~within~~are ~~certain~~unable ~~channels;~~to ~~cash-accretive~~access ~~inventory~~our ~~reduction~~ATM ~~initiatives;~~Program ~~and~~(as ~~further~~defined ~~cost-reduction~~in ~~initiatives~~this report);

•risks associated with our ~~ability~~indebtedness, leverage and liquidity relating to ~~successfully~~our ~~execute~~significant debt, including our ~~Global~~ability ~~Operations~~to ~~Review~~repay or refinance and ~~any~~otherwise ~~resulting~~satisfy ~~strategic~~our ~~plans,~~obligations ~~including~~under each of the ~~exit~~Loan orand ~~discontinuation~~Security ofAgreement ~~select~~(as ~~product~~defined ~~lines~~below), ~~such~~our as0% ~~Beyond~~Convertible ~~Meat~~Senior ~~Jerky;~~Notes due 2027 (the ~~impact~~“2027 ofNotes”) ~~non-cash~~that ~~charges~~remain ~~such~~outstanding asand ~~provision~~our ~~for~~7.00% ~~excess~~Convertible ~~and~~Senior ~~obsolete~~Secured ~~inventory~~Second ~~and~~Lien ~~potential~~PIK ~~additional~~Toggle ~~impairment~~Notes ~~charges,~~due ~~write-offs~~2030 (the “2030 Notes” and, ~~disposals~~together ofwith ~~fixed~~the ~~assets~~2027 Notes, ~~and~~the ~~losses~~“Notes”) onissued ~~sale~~in ~~and~~the ~~write-down~~exchange ofoffer ~~fixed~~related ~~assets;~~to ~~further~~the ~~optimization~~2027 ofNotes, ~~our~~which ~~manufacturing~~was ~~capacity~~completed ~~and~~on ~~real~~October ~~estate~~30, ~~footprint;~~2025 ~~planned~~(the “Exchange Offer”), and ~~future~~our ~~reductions~~ability into ~~our~~comply ~~workforce;~~with ~~and~~the covenants in the ~~planned~~Loan ~~suspension~~and ofSecurity ~~our~~Agreement ~~operational~~and ~~activities~~respective inindentures ~~China~~governing the Notes;

•~~matters~~our ~~relating~~ability to ~~our~~raise Elthe ~~Segundo~~funds ~~Campus~~necessary ~~and~~to ~~Innovation~~repurchase ~~Center~~the ~~(“Campus~~Notes ~~Headquarters”)~~for ~~including~~cash, ~~without~~under ~~limitation~~certain circumstances, ~~the~~or ~~ability~~ to ~~meet~~pay ~~our~~any ~~obligations~~cash ~~under~~amounts ~~our~~due ~~Campus~~under ~~Headquarters lease (“Campus Lease”),~~ the ~~timing~~Notes; ~~of occupancy and completion of the build-out of our remaining space, any cost~~

~~overruns or delays,~~ •the ~~unavailability~~impact of the ~~tenant~~Exchange ~~improvement~~Offer ~~allowance~~on tofuture ~~pay~~availability ~~for the build-out~~ of our ~~remaining~~pre-change ~~space,~~net ~~the~~operating ~~impact~~loss ofcarryforwards ~~workforce~~and ~~reductions or~~ other ~~cost-reduction~~tax ~~initiatives~~attributes onto offset our ~~space~~future ~~demands,~~net ~~and~~taxable income; the ~~timing~~annual ~~and~~limitations ~~success~~on utilization of ~~subleasing,~~any ~~assigning~~remaining oroperating ~~otherwise~~loss ~~transferring~~and ~~excess~~tax ~~space~~credit orcarryforwards ~~negotiating~~due ato ~~partial~~ownership ~~lease~~change ~~termination~~limitations atprovided ~~our~~by ~~Campus~~the ~~Headquarters~~Internal onRevenue ~~terms~~Code ~~advantageous~~and tosimilar usstate ortax ~~at all~~provisions, ~~including~~and ~~any~~the ~~potential~~outcomes ~~impairment~~of ~~charges~~any ~~that~~related ~~may~~audits ~~result~~or examinations;

•~~our~~the ~~ability~~significant dilution to ~~meet~~ our ~~obligations~~stockholders ~~under~~that ~~leases~~resulted from the Exchange Offer and the additional dilution that will result if we exchange any portion of our outstanding Notes for equity, issue shares of our ~~corporate~~common ~~offices~~stock with respect to the 2030 Notes (including any 2030 Notes issued as payment-in-kind interest on such 2030 Notes), ~~manufacturing~~including ~~facilities~~in ~~and~~connection ~~warehouses~~with conversions of the 2030 Notes at our option or at the option of holders, upon equitization of the 2030 Notes, as payment of accrued interest in the form of common stock or ~~risks~~in ~~related~~payment of certain make-whole payments on the 2030 Notes, in each case pursuant to ~~excess~~the ~~space~~terms ~~capacity~~of the 2030 Notes, or if the lenders under ~~our~~the ~~leases~~Loan ~~due~~and Security Agreement exercise their related warrants to ~~workforce~~purchase ~~reductions~~shares of our common stock (the “Warrants”), as further described herein; provisions in the respective indentures governing the Notes and in the Loan and Security Agreement delaying or ~~other~~preventing ~~cost-reduction~~an ~~initiatives~~otherwise beneficial takeover of us; and any adverse impact on our reported financial condition and results from the accounting methods for the Notes;

•~~the~~our ~~impact~~ability ofto ~~inflation~~remediate ~~and~~the ~~higher~~existing ~~interest~~material ~~rates~~weaknesses ~~across~~in ~~the~~our ~~economy~~internal ~~and~~control onover ~~consumer~~financial ~~behavior,~~reporting ~~including~~disclosed ~~higher~~in ~~food,~~this ~~grocery,~~report ~~raw~~and ~~materials,~~maintain ~~transportation,~~effective ~~energy,~~internal ~~labor~~control over financial reporting and ~~fuel~~disclosure ~~costs;~~controls and procedures;

•~~reduced~~risks ~~consumer~~and ~~confidence~~uncertainties ~~and~~related ~~changes~~to infailures ~~consumer~~to ~~spending,~~maintain ~~including~~effective ~~spending~~internal tocontrol ~~purchase~~over ~~our~~financial ~~products~~reporting, and ~~negative~~related ~~trends~~to inthe ~~consumer~~identification ~~purchasing~~of ~~patterns~~errors ~~due~~in toour ~~levels~~previously ofissued ~~consumers’~~financial ~~disposable income~~statements, ~~credit~~such ~~availability~~as those disclosed and ~~debt~~corrected ~~levels~~in this report, and ~~economic~~a ~~conditions,~~potential ~~including~~need ~~due~~ to ~~potential~~restate ~~recessionary~~financial ~~and~~statements ~~inflationary~~in ~~pressures~~such instances;

•market price fluctuations in the price of our ~~inability~~common stock, whether due to ~~properly~~dilution, ~~manage~~adverse business or financial performance or the perception of such adverse performance, failure to meet the Nasdaq continued listing requirement for minimum bid price or other Nasdaq listing requirements and ~~ultimately~~the ~~sell~~potential delisting of our ~~inventory~~common instock, aor ~~timely~~market ~~manner~~and trading dynamics unrelated to our underlying business, operating and financial performance or prospects or macro or industry fundamentals which ~~has~~may not coincide in timing with the ~~past~~disclosure ~~and~~of ~~could~~news inor ~~the~~developments ~~future~~by ~~require~~or affecting us, tocould ~~sell~~cause the market price of our ~~products~~common ~~through~~stock ~~liquidation~~to ~~channels~~fluctuate atdramatically ~~lower~~or ~~prices~~decline rapidly, ~~write-down~~regardless orof ~~write-off~~any ~~obsolete~~developments ~~inventory,~~in orour ~~increase~~business ~~inventory~~or ~~provision~~financial results;

•~~any~~the ~~future~~impact ~~impairment~~of ~~charges,~~general ~~including~~economic ~~due~~conditions toin ~~any~~the ~~future~~U.S. ~~changes~~and ininternational ~~estimates,~~markets ~~judgments~~on ~~or assumptions~~us, ~~failure~~our ~~to achieve forecasted operating results~~customers, ~~weakness~~our ~~in the economic environment~~suppliers, ~~changes~~our invendors ~~market~~and ~~conditions~~consumers, ~~declines~~including inconcerns ~~our~~related ~~market capitalization, failure~~ to ~~sublease~~inflation, ~~assign~~geopolitical orand ~~otherwise~~economic ~~transfer~~uncertainty ~~excess~~and ~~space~~instability, ~~or negotiate~~ a ~~partial~~potential ~~lease~~recession, ~~termination~~the atshutdown ~~our~~of ~~Campus~~the ~~Headquarters~~federal ongovernment ~~terms~~including ~~advantageous~~regulatory toagencies, ustariffs orand attrade ~~all~~wars, and the ~~planned~~effects ~~suspension~~ of ~~our~~those ~~operational~~conditions ~~activities~~on inconsumer ~~China~~spending;

•~~our~~the ~~ability~~impact toof ~~accurately~~adverse ~~predict~~and ~~consumer~~uncertain ~~taste~~political ~~preferences~~conditions in the U.S. and international markets, ~~trends~~such as greater restrictions on free trade through significant increases in tariffs on raw materials, ingredients, finished goods and ~~demand~~other products and ~~successfully~~supplies ~~innovate,~~imported ~~introduce~~into the United States and ~~commercialize~~increased ~~new~~uncertainty ~~products~~surrounding international trade policy and regulations, ~~such~~trade aswars, ~~our~~including ~~Beyond~~through ~~Sun~~the ~~Sausage~~implementation ~~and~~of ~~Beyond~~retaliatory ~~Steak~~tariffs ~~lines~~or related counter-measures, and ~~improve~~the ~~existing~~negative ~~products~~effects ~~such~~of anti-American sentiment, the escalating armed conflict in the Middle East, as ~~our~~well ~~Beyond~~as IVthe ~~platform~~impact of inflation and high interest rates on consumer behavior, including inhigher ~~new~~food, ~~geographic~~grocery, ~~markets~~raw materials, transportation, energy, labor and fuel costs;

•~~the~~risks ~~effects~~and ofuncertainties ~~competitive~~related ~~activity~~to ~~from~~identifying and executing our ~~market~~current ~~competitors~~and future cost-reduction initiatives, cost structure improvements, workforce reductions, executive leadership changes and ~~new~~other ~~market~~organizational ~~entrants;~~changes, including realignment of reporting structures, and the timing and success of

continuing to reduce operating expenses and achieving our profitability, cash flow and financial performance objectives;

•our ability to streamline operations and improve cost efficiencies, which could result in the contraction of our business and the continued implementation of significant cost cutting measures such as further downsizing, consolidating or exiting certain operations, including product lines, domestically and/or abroad;

•the timing and success of narrowing our commercial focus to certain anticipated growth opportunities; accelerating activities that prioritize gross margin expansion and cash generation, including as part of our review of our global operations initiated in 2023 (“Global Operations Review”); changes to our pricing architecture; cash-accretive inventory reduction initiatives; and further cost-reduction initiatives;

•our ability to successfully execute our Global Operations Review and any resulting strategic plans, including the exit or discontinuation of select product lines; the impact of 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 and assets held for sale; further optimization of our manufacturing capacity and real estate footprint; workforce reductions; and the cessation of our operational activities in China in 2025;

•our ability to successfully execute the Transformation Office (as defined below) initiatives including, among other things, positioning the business for a more fundamental resizing of operating expenses, driving margin recovery, including through targeted investments in our facilities and supply chain cost reductions, reducing inventory and associated carrying costs through SKU rationalization and the discontinuation of certain product lines, and preserving cash and monetizing non-strategic or idle assets.

•our ability to meet our obligations under leases for our corporate offices, manufacturing facilities and warehouses, including matters relating to our El Segundo Campus and Innovation Center (“Campus Headquarters”) including, without limitation, the ability to meet our obligations under our Campus Headquarters lease, as amended from time to time (the “Campus Lease”), the impact of workforce reductions or other cost-reduction initiatives on our space demands, the impact of the surrender of a portion of the existing premises, the impact of the sublease of a portion of the existing premises, other efforts to develop, repurpose or consolidate our use of our leased premises, and the timing and success of surrendering, subleasing, assigning or otherwise transferring, developing or repurposing the remaining used or excess leased space or negotiating additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters on terms advantageous to us or at all, including any potential additional impairment charges that may result;

•reduced consumer confidence and changes in consumer spending, including spending to purchase our products, and negative trends in consumer purchasing patterns due to levels of consumers’ disposable income, credit availability and debt levels, and economic conditions, including due to potential recessionary and inflationary pressures, and geopolitical instability and wars;

•our inability to properly manage and ultimately sell our inventory in a timely manner, which has in the past and could in the future require us to sell our products through liquidation channels at lower prices, write-down or write-off excess or obsolete inventory, or increase inventory provision;

•ongoing and persistent declines in demand in the plant-based meat category and for our products, or strategic decisions that result in changes to our product portfolio, including the potential discontinuation of certain product lines through initiatives stemming from our transformation office and program or other strategic measures, which may require us to write-down or write-off excess or obsolete inventories;

•impairment charges, including due to any future changes in estimates, judgments or assumptions, failure to achieve forecasted operating results due to weakness in the economic environment, demand

iii

for our products or other factors, changes in market conditions and declines in our publicly quoted stock price and market capitalization, failure to sublease, assign or otherwise transfer any excess space or negotiate additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters or other facilities on terms advantageous to us or at all, and the cessation of our operational activities in China in 2025;

•our ability to accurately predict consumer taste preferences, trends and demand and successfully innovate, introduce and commercialize new products and improve existing products, including in new geographic markets;

•the effects of competitive activity from our market competitors, including through consolidation in the plant-based food industry or vertical consolidation of diversified food businesses with existing plant-based food businesses, and new market entrants, which may include companies with substantially greater financial resources than us;

•our ability to protect our brand against misinformation about our products and the plant-based meat category, real or perceived quality or health issues with our products, marketing campaigns aimed at generating negative publicity regarding our products and the plant-based meat category, including regarding the nutritional value of our products, and other issues that could adversely affect our brand and reputation;

•the impact of adverse and uncertain economic and political conditions in the U.S. and international markets, including concerns about high inflation, and changes resulting from the change in the administration in the U.S., including greater restrictions on free trade through significant increases in tariffs on raw materials, ingredients, finished goods and other products and supplies imported into the U.S. and increased uncertainty surrounding international trade policy and regulations, and trade wars;

•disruption to, and the impact of uncertainty in, our domestic and international supply chain, including labor shortages and disruption, shipping delays and disruption, the impact of tariffs on raw materials, ingredients, finished goods and other products and supplies imported into the U.S., and the impact of cyber incidents at suppliers and vendors;

•~~our~~the ~~ability~~impact toof ~~streamline~~uncertainty ~~operations~~as ~~and~~a ~~improve cost efficiencies, which could~~ result ~~in the contraction~~ of ~~our~~doing business ~~and~~internationally, ~~the~~including ~~continued implementation of significant cost cutting measures such~~ as ~~further~~a ~~downsizing~~result ~~and~~of ~~exiting~~the ~~certain~~cessation ~~operations,~~of ~~including~~our ~~product~~operational ~~lines,~~activities ~~domestically~~in ~~and/or~~China ~~abroad~~in 2025;

ii•the volatility of or inability to access the capital markets, including due to macroeconomic factors, geopolitical tensions, trade policy uncertainty (including tariffs and retaliatory trade measures), or the outbreak or escalation of hostilities or war—for example, the ongoing war between Russia and Ukraine and the escalating armed conflict in the Middle East involving the United States, Israel and Iran, and their impacts on the surrounding areas and global economy;

•the impact of uncertainty as a result of doing business internationally, including as a result of the planned suspension of our operational activities in China;

•the volatility of or inability to access the capital markets, including due to macroeconomic factors, geopolitical tensions or the outbreak of hostilities or war—for example, the war in Ukraine and the conflict in Israel, Gaza and surrounding areas;

•changes in the retail landscape, including our ability to maintain and expand our distribution footprint, the timing, success and level of trade and promotion discounts, our ability to maintain and grow market share and increase household penetration, repeat purchases, buying rates (amount spent per buyer) and purchase frequency, our ability to maintain and increase sales velocity of our products, and the timing and success of planned new products or recently launched products, including Beyond Steak, Beyond IV and Beyond Sun Sausage;

•changes in the foodservice landscape, including the timing, success and level of marketing and other financial incentives to assist in the promotion of our products, our ability to maintain and grow market share and attract and retain new foodservice customers or retain existing foodservice customers, and our ability to introduce and sustain offering of our products on menus;

•the timing and success of distribution expansion and new product introductions, including the success of our DTC channel, and the timing and success of planned new products or recently launched products, ~~such as Beyond Steak, Beyond IV and Beyond Sun Sausage,~~ in increasing revenues and market share;

•our ability to differentiate and continuously create innovative products, respond to competitive innovation and achieve speed-to-market, including the timing and success of planned new products or recently launched products ~~such as Beyond Steak, Beyond IV and Beyond Sun Sausage~~;

•the timing and success of strategic Quick Service Restaurant (“QSR”) partnership launches and limited time offerings resulting in permanent menu items and our ability to attract and retain QSR and other strategic customers;

•the outcomes of, and costs related to, legal or administrative proceedings, including any settlements, appeals from initial decisions or other developments in such proceedings, or new legal or administrative proceedings filed against us;

•foreign currency exchange rate fluctuations;

•the effectiveness of our business systems and processes;

•our estimates of the size of our market opportunities and ability to accurately forecast market ~~growth~~conditions;

•our ability to effectively optimize our manufacturing and production capacity, and real estate footprint, including consolidating manufacturing facilities and production lines, exiting co-manufacturing arrangements or entering into new arrangements under terms that are ultimately beneficial to us and effectively managing capacity for specific products with shifts in demand;

•risks associated with underutilization of capacity which have in the past and could in the future give rise to increased ~~costs~~cost of goods sold per ~~unit~~pound, 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;

•our ability to accurately forecast our future results of operations and financial goals or targets, including as a result of fluctuations in demand for our products and in the plant-based meat category generally, ~~and~~ increased competition, and the impact of broader macroeconomic conditions and market uncertainty;

•our ability to accurately forecast demand for our products and manage our inventory, including the impact of customer orders ahead of holidays and the timing of customer promotions, shelf reset activities, and price increases as a result of tariffs or otherwise; customer and distributor changes and buying patterns, such as reductions in targeted inventory levels,; and supply chain and labor disruptions, including due to the impact of cyber incidents at suppliers and vendors;

iii

•our operational effectiveness and ability to fulfill orders in full and on time;

•variations in product selling prices and costs, the timing and success of changes to our pricing architecture, ~~within~~our ~~certain~~ability ~~channels~~to pass on price increases in full or at all, including due to the impact of tariffs and macroeconomic conditions, and the mix of products sold;

•our ability to successfully enter new geographic markets, manage our international business and comply with any applicable laws and regulations, including risks associated with doing business in foreign countries, and our ability to comply with the U.S. Foreign Corrupt Practices Act ~~(“FCPA”)~~ or other anti-corruption laws;

•the effects of global outbreaks of pandemics ~~(such as the COVID-19 pandemic)~~, epidemics or other public health crises, or fear of such crises;

•the success of our marketing initiatives and the ability to maintain and grow our brand awareness, maintain, protect and enhance our brand, attract and retain new customers and maintain and grow our market share, particularly while we are seeking to reduce our operating expenses;

•our ability to attract, maintain and effectively expand our relationships with key strategic foodservice partners;

•our ability to attract and retain our suppliers, distributors, vendors, co-manufacturers and customers;

•our ability to procure sufficient high-quality raw materials at competitive prices to manufacture our products;

•the availability of pea and other proteins and avocado oil that meet our standards;

•our ability to diversify the protein sources and avocado oil sources used for our products;

•our ability to successfully execute our strategic initiatives;

~~•the volatility associated with ingredient, packaging, transportation and other input costs, including due to the impact of tariffs;~~v

•the volatility associated with ingredient, packaging, transportation and other input costs, including due to the impact of tariffs and rising energy and fuel costs;

•our ability to keep pace with technological changes impacting the development of our products and implementation of our business needs;

•significant disruption in, or breach in security of our or our suppliers’ or vendors’ information technology systems, including any inability to detect or timely report any cybersecurity incidents, and resultant interruptions in service and any related impact on our reputation, including data privacy, and any potential impact on our supply chain, including on customer demand, order fulfillment and lost sales, and the resulting timing and/or amount of net revenues recognized;

•the ability of our transportation providers to ship and deliver our products in a timely and cost -effective manner;

•senior management and key personnel changes, the attraction, training and retention of qualified employees and key personnel, and our ability to maintain our company culture;

•~~the~~risks ~~effects~~related to use of ~~organizational~~a ~~changes~~professional ~~including~~employer ~~reductions-in-force~~organization to administer human resources, payroll and ~~realignment~~employee benefits functions for certain of our international employees, and use of certain third party service providers for the performance of several business operations including payroll, human capital, supply chain optimization, financial reporting ~~structures~~and accounting, and certain other management services;

•risks related to use of a professional employer organization to administer human resources, payroll and employee benefits functions for certain of our international employees, and use of certain third party service providers for the performance of several business operations including payroll and human capital management services;

•the impact of potential workplace hazards;

•the effects of natural or man-made catastrophic or severe weather events, including events brought on by climate change, particularly involving our or any of our co-manufacturers’ manufacturing facilities, our suppliers’ facilities or any other vital aspects of our supply chain;

•the effectiveness of our internal controls;

•accounting estimates based on judgment and assumptions that may differ from actual results;

•changes in laws and government regulation, and their enforcement, affecting our business, including the U.S. Food and Drug Administration (“FDA”) and the U.S. Federal Trade Commission ~~(“FTC”)~~ governmental regulation, and state, local and foreign regulation;

•new or pending legislation, or changes in laws, regulations or policies of governmental agencies or regulators, both in the U.S. and abroad, affecting plant-based meat, the labeling, packaging or naming of our products, including requirements regarding nutrient content claims, or our brand name or logo;

•the failure of acquisitions and other investments to be efficiently integrated and produce the results we anticipate;

•risks inherent in investment in real estate;

•adverse developments affecting the financial services industry, including the potential failure of financial institutions with which we have deposits or other business relationships;

•the financial condition of, and our relationships with our suppliers, vendors, co-manufacturers, distributors, retailers and foodservice customers, and their future decisions regarding their relationships with us;

•our ability and the ability of our suppliers, vendors and co-manufacturers to comply with food safety, environmental or other laws or regulations and the impact of any non-compliance on our operations, brand reputation and ability to fulfill orders in full and on time;

•seasonality, including increased levels of grilling activity and higher levels of purchasing by customers ahead of holidays, customer shelf reset activity and the timing of product restocking by our retail customers;

•the impact of increased scrutiny from a variety of stakeholders, institutional investors and governmental bodies on environmental, social and governance (“ESG”) practices;

•our, ~~our~~ suppliers’ and our co-manufacturers’ ability to protect our proprietary technology, intellectual property and trade secrets adequately;

•the impact of changes in tax laws; and

•the risks discussed in Part I, Item 1A., Risk Factors, and elsewhere in this report, and those discussed in other documents we file from time to time with the Securities and Exchange Commission (“SEC”).

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “commits,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

vThis report also contains estimates and other statistical data obtained from independent parties and by us relating to market size and growth and other data about our industry and ultimate consumers. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data.

This report also contains estimates and other statistical data obtained from independent parties and by us relating to market size and growth and other data about our industry and ultimate consumers. The number of retail and foodservice outlets where Beyond Meat branded products are available was derived from rolling 52- week data as of December 2024 and excludes outlets unique to Beyond Meat Jerky, which we discontinued in 2024 as part of our Global Operations Review. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date of this report. You should not put undue reliance on any forward-looking statements. We assume no obligation to publicly update or revise any forward-looking statements because of new information, future events, changes in assumptions or otherwise, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Additionally, certain information we may disclose in this report or in other locations, such as on our website, is informed by the expectations of various stakeholders and third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use the word “material” or similar language in discussing such matters. Particularly in the ESG context, for example, there are various approaches to materiality that differ from, and in many cases are more expansive than, the definition used in U.S. federal securities laws.

“Beyond Meat,” “Beyond Burger,” “Beyond Beef,” “Beyond Sausage,” “Beyond Breakfast Sausage,” “Beyond ~~Sun Sausage,” “Beyond~~ Meatballs,” “Beyond Chicken,” “Beyond ~~Popcorn Chicken,” “Beyond~~ Steak,” the Caped Steer Logo, ~~“Cookout Classic,~~” ”Beyond Bakes” and “Eat What You Love” are registered or pending trademarks of Beyond Meat, Inc. in the United States and, in some cases, in certain other countries. All other brand names or trademarks appearing in this report are the property of their respective holders. Solely for convenience, the trademarks and trade names contained herein are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

vivii

PART I

ITEM 1. BUSINESS.

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 ~~build~~seek ~~meat~~to ~~directly~~deliver ~~from~~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 meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare.

To capture this ~~broad~~ market opportunity, we have developed three core plant-based product platforms that align with the largest meat categories globally: beef, pork and poultry. The primary components of animal-based meat—amino acids, lipids, carbohydrates, trace minerals and water—are not exclusive to animals and are plentiful in plants. We create our plant-based meat products using proprietary scientific processes that determine the architecture of the animal-based meat we are seeking to replicate and then we assemble it using plant-derived amino acids, lipids, carbohydrates, trace minerals and water. We are focused on continuously improving our products so that eventually they are, to the human sensory system, indistinguishable from their animal-based counterparts. We are focused on making our plant-based meat products nutritionally dense, with fewer negative attributes relative to their animal protein alternatives. Leveraging our over 17 years of experience in bringing the power of plants to consumers, we also intend to broaden our product portfolio to include plant-based foods and beverages that deliver taste and macronutrients with clean, limited ingredients.

~~All~~As of ~~our~~December 2025, Beyond Meat branded products ~~are~~were ~~made~~available ~~from~~across ~~simple~~mainstream ~~ingredients~~grocery, ~~without~~mass ~~GMOs~~merchandiser, noclub ~~added~~store ~~hormones~~and ornatural ~~antibiotics~~retailer channels, and 0various mgfood-away-from-home ofchannels, ~~cholesterol~~including ~~per~~restaurants, ~~serving.~~foodservice Asoutlets ofand ~~December 2024~~schools, ~~all~~with certain of our ~~U.S. retail~~ products ~~were~~available ~~certified~~generally ~~Kosher~~for ~~and~~a ~~Halal.~~limited Wetime ~~are~~exclusively ~~focused~~through onour ~~making~~Beyond ~~our~~Test ~~products~~Kitchen ~~nutritionally~~DTC ~~dense~~channel, ~~with~~which ~~fewer~~we ~~negative~~launched ~~attributes~~in ~~relative~~the tofourth ~~their~~quarter ~~animal~~of ~~protein alternatives~~2025.

AsResearch, development and innovation are core elements of ~~December~~our ~~2024~~business strategy, and we believe they represent a critical competitive advantage for us. Through our Beyond Meat ~~branded~~Rapid ~~products~~and ~~were~~Relentless ~~available~~Innovation atProgram, ~~approximately~~our ~~129,000~~team ~~retail~~of scientists and ~~foodservice~~engineers ~~outlets~~focuses inon ~~more~~making ~~than~~continuous 65improvements ~~countries~~to ~~worldwide,~~our existing product formulations and developing new products across ~~mainstream~~our ~~grocery~~plant-based beef, ~~mass~~pork ~~merchandiser~~and poultry platforms, ~~club~~including ~~store~~with ~~and~~a ~~natural~~goal ~~retailer~~of ~~channels,~~further ~~and~~simplifying ~~various~~our ~~food~~ingredient lists. Our state-~~away~~of-~~from~~the-~~home~~art ~~channels,~~Innovation ~~including~~Center ~~restaurants,~~within ~~foodservice~~our ~~outlets~~Campus ~~and~~Headquarters ~~schools.~~brings ~~The~~together ~~number~~leading ofscientists ~~retail~~from ~~and~~chemistry, ~~foodservice~~biology, ~~outlets~~material ~~where~~science, ~~Beyond~~food ~~Meat~~science ~~branded~~and ~~products~~biophysics ~~are~~disciplines ~~available~~who ~~was~~work ~~derived~~together ~~from~~with ~~rolling~~process ~~52-week~~engineers ~~data~~and asculinary specialists to pursue our vision of ~~December~~perfectly ~~2024~~building ~~and~~plant-based ~~excludes~~meat. ~~outlets~~We ~~unique~~seek to ~~Beyond~~leverage ~~Meat~~this ~~Jerky,~~deep ~~which~~expertise wein ~~discontinued~~plant inmaterials ~~2024~~to drive innovation as ~~part~~we oflook to broaden our ~~Global~~product ~~Operations~~portfolio ~~Review~~outside of plant-based meat.

Research, development and innovation are core elements of our business strategy, and we believe they represent a critical competitive advantage for us. Through our Beyond Meat Rapid and Relentless Innovation Program, our team of scientists and engineers focuses on making continuous improvements to our existing product formulations and developing new products across our plant-based beef, pork and poultry platforms. Our state-of-the-art Innovation Center within our Campus Headquarters brings together leading scientists from chemistry, biology, material science, food science and biophysics disciplines who work together with process engineers and culinary specialists to pursue our vision of perfectly building plant-based meat.Mission

We are a mission-driven business with long-standing core values. Our mission is to create meat from plants that is indistinguishable in taste and texture from its animal-based equivalent while working for the advancement of human health, climate, environment and animal welfare. We strive to operate in a transparent, socially responsible and environmentally sustainable manner and are committed to help solve the major health and global environmental issues which we believe are caused in part by an animal-based protein diet and existing industrial livestock production. We believe our authentic and long-standing commitment to these causes better positions us to build loyalty and trust with current consumers and helps to attract new ones. Our corporate culture embodies these values and, as a result, we enjoy a highly motivated and skilled workforce committed to our mission and our enterprise.

~~Our~~Cost-Reduction ~~Mission~~Initiatives and Global Operations Review

WeA ~~are~~key acomponent ~~mission-driven~~of ~~business~~achieving ~~with~~our long-~~standing~~term ~~core~~business ~~values.~~strategy Weis ~~strive~~ to ~~operate~~achieve incost aleadership ~~transparent,~~and ~~socially~~continue ~~responsible~~driving ~~and~~the ~~environmentally~~cost ~~sustainable~~of ~~manner~~our ~~and~~products ~~are~~down ~~committed~~over time. In response to ~~help~~the ~~solve~~difficult environment and the ~~major~~negative ~~health~~impact of certain factors on our business and ~~global~~the ~~environmental~~overall ~~issues~~plant-based ~~which~~meat category, beginning in 2022 we ~~believe~~pivoted ~~are~~our ~~caused~~focus intoward ~~part~~sustainable long-term growth supported by anthree ~~animal-based~~pillars: ~~protein~~(1) ~~diet~~driving margin recovery and ~~existing~~operating ~~industrial~~expense ~~livestock~~reduction ~~production.~~through Wethe ~~believe~~implementation of lean value streams across our ~~authentic~~beef, pork and ~~long-standing~~poultry ~~commitment~~platforms; to(2) ~~these~~inventory ~~causes~~reduction ~~better~~and ~~positions~~cash usflow togeneration ~~build~~through ~~loyalty~~more efficient inventory management; and ~~trust~~(3) ~~with~~focusing ~~current~~on ~~consumers~~near-term retail and ~~helps~~foodservice togrowth ~~attract~~drivers ~~new~~while ~~ones~~supporting key strategic long-term partners and opportunities. ~~Our~~For ~~corporate~~clarity, ~~culture~~lean ~~embodies~~value ~~these~~streams ~~values~~represent organizing our teams and, asoperational approach in such a ~~result~~way that increases cross-functional collaboration, wetransparency ~~enjoy~~and aownership ~~highly~~of ~~motivated~~key business processes and ~~skilled~~initiatives, ~~workforce~~with ~~committed~~an overarching objective of eliminating waste throughout our organization. We believe, if implemented effectively, the use of a lean value stream approach could drive faster speed-to-market of new product launches over time, which in turn could accelerate our ~~mission~~net revenue generation, cost of goods sold reduction and ~~our~~gross ~~enterprise~~margin expansion efforts and enable further operating expense reductions, among others.

~~Cost~~In ~~Down~~2023, ~~Strategy~~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; 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.

AAs ~~key~~part ~~component~~ of ~~achieving~~this ~~our~~review, ~~long-term~~on ~~business~~November ~~strategy~~1, is2023, toour ~~continue~~board ~~driving the cost~~ of ~~our~~directors ~~products~~approved ~~down~~a ~~over~~plan ~~time, with the aspiration~~ to ~~eventually~~reduce ~~price at parity with animal-based protein. In response to the difficult environment and the negative impact of certain factors on~~ our ~~business~~workforce ~~and~~by ~~the~~approximately ~~overall~~65 ~~plant-based meat category~~employees, ~~beginning~~representing inapproximately ~~2022~~19% weof ~~pivoted~~ our ~~focus~~global ~~toward sustainable long~~non-~~term~~production ~~growth~~workforce ~~supported by three pillars:~~ (1)or ~~driving~~approximately ~~margin~~8% ~~recovery and operating expense reduction through the implementation~~ of ~~lean value streams across~~ our ~~beef,~~total ~~pork~~global ~~and poultry platforms; (2~~workforce) ~~inventory reduction and cash flow generation through more efficient inventory management; and~~ (3)the ~~focusing~~“November on2023 ~~near-term retail and foodservice growth drivers while supporting strategic key long-term partners and opportunities~~RIF”). ~~For~~This ~~clarity,~~decision ~~lean~~was ~~value~~based ~~streams~~on ~~represent organizing our teams and operational approach in such a way that increases cross~~cost-~~functional~~reduction ~~collaboration, transparency and ownership of key business processes and~~ initiatives, ~~with~~intended ~~an overarching objective of eliminating waste throughout our organization. We believe, if implemented effectively, the use of a lean value stream approach could drive faster speed-~~to~~-market~~ ofreduce ~~new product launches over time, which in turn could accelerate our net revenue generation, cost of goods sold reduction and gross margin expansion efforts and enable further~~ operating ~~expense reductions, among others~~expenses.

InOn ~~November~~February ~~2023~~24, ~~we initiated our Global Operations Review~~2025, ~~which involves narrowing~~ our ~~commercial~~board focus to certain anticipated growth opportunities, and accelerating activities that prioritize gross margin expansion and cash generation. These efforts have to date included, and may in the future include, the exit or discontinuation of ~~select~~directors ~~product~~approved ~~lines~~a ~~such~~plan ~~as Beyond Meat Jerky; changes~~ to ~~our~~reduce 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 and disposals of fixed assets, and losses on sale and write-down of fixed assets; further optimization of our ~~manufacturing~~workforce ~~capacity and real estate footprint; planned and future reductions~~ in ~~our~~North ~~workforce;~~America and the ~~planned~~EU ~~suspension of our operational activities in China. As part of this review, in November 2023, our board of directors approved a plan to reduce our workforce~~ by approximately 6544 employees, representing approximately 1917% of our global non-production workforce (or approximately 86% of our total global workforce) (the “February 2025 RIF”). The decision was based on cost-reduction initiatives intended to reduce operating expenses.

OnIn addition, as part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to ~~reduce~~suspend our ~~workforce~~operational activities in ~~North~~China, ~~America~~which ~~and~~ceased as of the EUend of 2025. As part of this plan, we reduced our workforce in China by approximately 4420 employees, representing approximately 1795% of our ~~global~~China ~~non-production~~ workforce (or approximately 63% of our total global workforce) (the “China RIF”). The decision to suspend our operational activities in China was based on cost-reduction initiatives intended to reduce operating expenses.

InOn ~~addition,~~August ~~as part of our Global Operations Review~~6, ~~on February 24,~~ 2025, ~~our~~management ~~board of directors~~ approved a plan to ~~suspend~~reduce our ~~current~~workforce ~~operational activities~~ in ~~China,~~North ~~which~~America ~~are estimated to cease~~ by ~~the~~approximately ~~end~~40 ofemployees, ~~the~~representing ~~second~~approximately ~~quarter~~5% of ~~2025.~~our Astotal ~~part~~global ofworkforce ~~this~~(the ~~plan,~~“August we2025 ~~are~~RIF”). ~~reducing~~We ~~our~~recorded ~~workforce~~one-time incash ~~China~~charges byof approximately 20$1.1 ~~employees,~~million ~~representing~~in ~~approximately~~connection ~~95%~~with ofthe ~~our~~August ~~China~~2025 ~~workforce~~RIF, ~~(or~~primarily ~~approximately~~consisting 3% of ~~our~~severance ~~total~~payments, ~~global~~employee ~~workforce).~~benefits ~~The~~and ~~decision~~related ~~was~~costs, ~~based~~in onall ~~cost-reduction~~cases, ~~initiatives~~provided ~~intended~~ to ~~reduce~~departing ~~operating expenses~~employees. See Note 151, ~~Subsequent Events~~Introduction, to the Notes to Consolidated Financial Statements included elsewhere in this report.

In the fourth quarter of 2025, through our transformation office and program (“Transformation Office”) led by our interim Chief Transformation Officer, we accelerated the work of our Global Operations Review and implemented further actions intended to, among other things, position the business for a more fundamental resizing of operating expenses, drive margin recovery, including through targeted investments in our facilities

~~Our~~and ~~Long~~supply chain cost-~~Term~~reductions, ~~Growth~~reduce ~~Strategy~~inventory and associated carrying costs through SKU rationalization and the discontinuation of certain product lines, and preserve cash and monetize non-strategic or idle assets. In connection with these actions, in the fourth quarter of 2025, we recorded an incremental provision for excess and obsolete inventory in the amount of $2.4 million as a result of SKU rationalization and the decision to discontinue certain product lines. In addition, we identified certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations and recorded these assets at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $45.6 million in loss on write-down of assets held for sale recorded in operating expenses in the fourth quarter of 2025.

In addition, as a result of management finalizing its decision to cease our operations in China indefinitely, we also completed an evaluation of our property, plant and equipment in China. Upon valuation of these assets by a third party, assets that were determined to be not salable were fully depreciated, while assets that were determined salable were recorded at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $1.5 million in accelerated depreciation recorded in cost of goods sold and $3.4 million in loss on write-down of assets held for sale and write-down of fixed assets recorded in operating expenses in the fourth quarter of 2025. Furthermore, for the year ending December 31, 2026, we expect to record approximately $2.2 million in accelerated depreciation for our remaining leasehold improvement assets in China unrelated to the assets held for sale noted above. See Note 7, Property, Plant and Equipment, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Total loss on write-down of assets held for sale recorded in operating expenses in the year ended December 31, 2025 was $49.0 million. As of December 31, 2025 and 2024, we had $9.4 million and $1.9 million, respectively, in Assets held for sale in our consolidated balance sheet. We expect these assets held for sale will be sold within one year.

Additional information regarding our recent cost-reduction initiatives, including the financial impact, is included in Item 7 of this report under Management’s Discussion and Analysis of Financial Condition and Results of Operations. For additional information see Risk Factors—Risks Related to Our Business—Our strategic initiatives to optimize 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 and/or sustaining our profitability, cash flow and financial performance objectives in Part I, Item 1A, Risk Factors, included elsewhere in this report.

Long-Term Growth Strategy

In the long-term, we intend to continue to do the following:

•Pursue Top-line Growth Across Our Distribution Channels

We continue to believe that there is aan ~~significant~~ opportunity over time to expand our retail and foodservice footprint and build market share through distribution expansion, continued innovation and commercialization of new products, including in adjacent categories outside of our core, meat analogue offerings, optimization of price pack architecture, increased penetration across channels and geographies, and into other areas of the retail footprint, including the expansion of our direct-to-consumer (DTC) channels such as Beyond Test Kitchen, which we launched in the fourth quarter of 2025. Our Beyond Test Kitchen DTC platform, which gives consumers early access to new plant-based protein products, generally for a limited time, allows us to test new products directly with consumers and obtain consumer feedback and make adjustments before investing in potential broader product release. We believe increased distribution with a global focus, supported by our existing relationships and new partnerships with key players in the retail and foodservice channels, will lead to growing consumer awareness and demand for nutritious, convenient and high protein plant-based foods around the world, leading to an increase in the overall size of the plant-based ~~meat~~foods category, as more consumers shift their diets away from animal-based proteins. or supplement them with plant-based proteins, and improved

market share in this category driven by investments in product placement, accessibility and consumer education.

•Invest in Infrastructure and Capabilities

We are continually reviewing opportunities to optimize our manufacturing capacity across our network, including identifying opportunities to increase overall equipment effectiveness, improve asset utilization, leverage our internal manufacturing and co-manufacturer network, reduce material and logistics costs, and invest in new processes and business management systems to increase automation, improve operating efficiency and enable greater scalability.

•Expand Our Product Offerings

The success of our products supports our belief that, despite aprolonged ~~further~~weakness ~~decrease~~ in ~~demand in~~ the plant-based meat category, there will continue to be ~~significant~~ demand for additional plant-based meat and other plant-based protein products in the long-term. We intend to strengthen our product offerings by improving the formulations for our existing portfolio of products, and by creating new products that expand the portfolio. We are continually refining our plant-based meat products to improve their taste, texture, aroma, appearance and nutrition profile, and to lower their cost of production. In addition, we are committed to investing in research and development to continue to innovate within our core plant-based meat platforms of beef, pork and poultry to create exciting new product lines. As protein demand continues to grow and fiber is emerging as a key macronutrient trend, we intend to broaden our product portfolio to include plant-based foods and beverages with a focus on product intrinsics and compelling macronutrients.

In 2024, we launched the Beyond IV generation of products in the U.S. retail channel. The Beyond Burger IV and Beyond Beef IV generation of products feature a protein blend including yellow pea, brown rice, faba bean, and red lentil proteins as well as an oil system featuring avocado oil. These products are Clean Label Project certified, the first plant-based meat product to receive this certification. Also launched in the U.S. retail channel in 2024, the Beyond Sausage IV generation of products feature a protein blend including pea protein and rice protein as well as an oil system featuring avocado oil. This product is certified as part of the American Diabetes Association’s Better Choices for Life program. Other products launched in the U.S. retail channel in 2024 included Beyond Sun Sausage, an innovative protein option, and Beyond Bakes, a value-added meal product. In February 2025, we announced an expanded line of Beyond Steak in the U.S. retail channel.

•Continue to Grow Our Brand

We intend to continue to develop and preserve our brand and increase awareness of ~~Beyond~~our ~~Meat~~products including an increased focus on improving the health perception of ~~Beyond~~our ~~Meat~~ products with our core consumer groups. We intend to accomplish this with an intentional focus on improving our products, working with trusted leaders within nutrition and medicine, and partnering with organizations like the American Heart Association, American Cancer Society and the American Diabetes Association. We also plan to continue to ~~further~~ drive awareness and relevance of ~~Beyond~~our ~~Meat~~ products with a large-scale audience through enhanced digital and ~~create~~in-store ~~relevant~~marketing and promotions and content creation with our network of ~~celebrities,~~ influencers and brand ambassadors, who have successfully built ~~significant~~ brand awareness for us by supporting our mission and ~~products and~~ incorporating ~~Beyond~~our ~~Meat~~products into their daily lifestyle.

3Products

We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry. Depending on the product and channel, they are offered in ready-to-cook and ready-to-heat formats. Our ~~Products~~plant-based meat products cover an entire day’s menu planning.

WeOur ~~sell~~beef aplatform ~~range~~products ofcontain ~~plant-based~~protein ~~meat~~primarily ~~products~~derived ~~across~~from ~~our~~one ~~three~~or ~~core~~a ~~platforms~~combination of ~~beef~~yellow pea protein, ~~pork~~brown rice protein, faba bean protein and ~~poultry~~red lentil protein. ~~Depending~~Our on2024 ~~the~~introductions—Beyond ~~product~~Burger IV and ~~channel,~~Beyond ~~they~~Beef IV—are ~~offered~~made inwith ~~ready-to-cook~~avocado oil and ~~ready-to-heat~~have ~~formats.~~a ~~Our~~simplified ~~products~~ingredient ~~cover~~list anand ~~entire~~continue ~~day’s~~with ~~menu~~the ~~planning~~tradition of 0 mg of cholesterol, ~~from~~no ~~breakfast~~added toantibiotics ~~dinner~~or hormones, and ~~snacking~~no inGMOs. ~~between~~In 2024, Beyond Steak was the first plant-based meat product to meet the nutritional guidelines of the American Diabetes Association’s Better Choices for Life program.

Our beef platform products contain protein primarily derived from one or a combination of pea protein, rice protein, faba bean protein and wheat gluten. Our 2024 introductions—Beyond Burger IV and Beyond Beef IV—are made with avocado oil and have a simplified ingredient list and continue with the tradition of 0 mg of cholesterol, no added antibiotics or hormones, and no GMOs. In 2024, Beyond Steak was the first plant-based meat product to meet the nutritional guidelines of the American Diabetes Association’s Better Choices for Life program.

Our pork platform consists of products that are intended to mimic animal-based pork in its various merchandised forms, including dinner sausage links, breakfast sausage patties and links, and ground pork. Our pork platform products include Beyond Sausage, Beyond Breakfast Sausage Patties, Beyond Breakfast Sausage Links and Beyond Sausage Crumbles. The protein content of our pork platform products is primarily derived from one or a combination of pea protein and rice protein. Our 2024 introduction—Beyond Sausage IV—is made with avocado oil and has a simplified ingredient list with 0 mg of cholesterol, no added antibiotics or hormones, and no GMOs.

Our poultry platform consists of products that are intended to mimic animal-based chicken in its various merchandised forms, including chicken tenders, chicken nuggets and popcorn chicken. Our primary products under our poultry platform include Beyond Chicken Tenders, Beyond Chicken Nuggets and Beyond Popcorn Chicken. The protein content of our poultry platform products is primarily derived from pea protein, faba bean protein and wheat gluten.4

Our poultry platform consists of products that are intended to mimic animal-based chicken in its various merchandised forms, including chicken pieces, chicken tenders and chicken nuggets. Our primary products under our poultry platform include Beyond Chicken Pieces, Beyond Chicken Tenders and Beyond Chicken Nuggets. The protein content of our poultry platform products is primarily derived from combinations of pea protein, soy protein and wheat gluten.

In 2024, we launched a new product innovation, Beyond Sun Sausage, not intended to replicate beef, pork or poultry but rather be its own protein option, made with protein primarily derived from one or a combination of yellow pea protein, brown rice protein, red lentil protein and faba bean protein. Beyond Sun Sausage is made with avocado oil and has 0 mg of cholesterol, no added antibiotics or hormones, and no GMOs.

In 2024 and 2025, we introduced our value-added meals (“VAM”) line of products with the launch of Beyond Bakes and Beyond Skillet Meals at select U.S. retail stores. ~~Our~~and ~~VAM~~Beyond ~~line~~Bowls ofat ~~products~~select ~~focuses~~Canadian retail stores, all focused on providing convenient, ready-to-heat meal options featuring Beyond Meat plant-based protein. ~~Beyond Bakes introduce consumers to high-quality, plant-based meal solutions that are both delicious and easy to prepare.~~

In 2025, we launched our Beyond Ground, an unseasoned plant protein base made with four simple ingredients (water, faba bean protein, potato protein and psyllium husk), which is positioned as a “blank canvas” for cooking, Beyond Steak Filet, a whole-cut plant-based steak made from wheat gluten, faba bean protein, avocado oil and mycelium, and Beyond Chicken Pieces, made from simple ingredients, including soy protein, wheat gluten and avocado oil, and low in saturated fat and containing 0 mg of cholesterol, no GMOs and no added hormones or antibiotics.

In early 2026, we introduced our Beyond Immerse protein drink, an innovative combination of plant protein, fiber, antioxidants and electrolytes, launched exclusively through our Beyond Test Kitchen DTC platform.

Customers

~~Since~~We ~~the~~sell ~~success~~to a variety of customers in the ~~Beyond~~retail ~~Burger~~and foodservice channels throughout the United States and internationally primarily through distributors who purchase, store, sell and deliver our products. Because such distributors function in an intermediary role, we ~~have~~do ~~created~~not aconsider ~~strong~~them ~~presence~~to atbe ~~leading~~direct ~~food~~customers. ~~retailers~~In ~~across~~addition, ~~the~~we ~~United~~sell ~~States~~directly to customers in the retail and ~~abroad~~foodservice channels who handle their own distribution. As of December ~~2024~~2025, Beyond Meat branded products were available inacross ~~approximately~~mainstream 27grocery,~~000~~ ~~retail~~mass ~~outlets~~merchandiser, inclub ~~the~~store ~~United~~and ~~States~~natural retailer channels, and 38various food-away-from-home channels,~~000~~ ~~retail~~including restaurants, foodservice outlets ~~internationally.~~and schools, with certain of our products available generally for a limited time exclusively through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025.

WeIn ~~remain~~2025, ~~focused~~2024 onand ~~expanding~~2023, ~~our~~DOT ~~partnerships with foodservice customers over time~~Foods, ~~including~~Inc. ~~large full-service restaurant~~ (“~~FSR~~DOT”) ~~and~~accounted ~~QSR~~for ~~customers~~approximately in13%, ~~the~~12% ~~United States~~ and ~~abroad.~~12%, Asrespectively, of ~~December~~our ~~2024,~~gross ~~Beyond~~revenues. ~~Meat~~No ~~branded~~other ~~products~~distributor ~~were~~or ~~available~~customer inaccounted ~~approximately~~for ~~38,000~~more ~~foodservice~~than ~~outlets~~10% inof ~~the~~our ~~United~~gross ~~States~~revenues ~~and~~in 262025,~~000~~ ~~foodservice~~2024 ~~outlets~~or ~~internationally~~2023.

WeSupply sell to a variety of customers in the retail and foodservice channels throughout the United States and internationally primarily through distributors who purchase, store, sell and deliver our products. Because such distributors function in an intermediary role, we do not consider them to be direct customers. In addition, we sell directly to customers in the retail and foodservice channels who handle their own distribution. Chain

In each of 2024, 2023 and 2022, DOT Foods, Inc. (“DOT”) accounted for approximately 12% of our gross revenues. No other distributor or customer accounted for more than 10% of our gross revenues in 2024, 2023 or 2022.

Our Supply Chain

•Sourcing and Suppliers

~~The~~Currently, ~~principal~~the main ingredient ~~used~~we touse ~~manufacture~~in many of our products is pea protein, which is sourced from peas grown in Canada and France, with the majority of our pea protein volume sourced from Canada. We procure the raw materials for our woven protein from a number of different suppliers. Although most of the raw materials we require are typically readily available from multiple sources, we currently have a limited number of suppliers for the pea protein used in our products. We continuously seek alternative sources of protein to use in our products, but we may not be successful in diversifying the raw materials we use in our products.

In 2023, we began sourcing avocado oil. Avocado oil is a globally sourced ingredient, however, if we are unable to source avocado oil from preferred regions or suppliers, we may need to diversify our sourcing, which may result in adverse impacts on cost, quality or other aspects of our products or business. 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, industry demand, including as a result of food safety concerns, product recalls and government regulations.

•Supply Agreements

We ~~have~~source athe ~~multi-year~~ingredients ~~sales~~for ~~agreement~~our ~~with~~products from numerous suppliers. We are substantially dependent upon one supplier, Roquette Frères (“Roquette”), for the supply of pea protein. ~~which~~Our ~~expires~~multi-year sales agreement with Roquette for the supply of pea protein expired on December 31, 2025. WeSubsequent ~~are~~to ~~obligated~~the year ended December 31, 2025, we entered into a new sales agreement with an initial two-year term expiring on December 31, 2027 (see Note 17, Subsequent Events—Roquette Sales Agreement, to ~~purchase~~the ~~certain~~Notes ~~minimum~~to ~~annual~~Consolidated ~~amounts~~Financial asStatements ~~specified~~included elsewhere in ~~the~~this ~~agreement~~report). We continually seek additional sources of pea protein and other plant-based protein for our products that meet our criteria.

Flavors consist of product flavors that have been developed by our innovation team in collaboration with our supply partners exclusively for us or in collaboration with our foodservice partners. The formulas are then produced by our suppliers for use in our products. Ingredients in our flavors are qualified through trials to ensure manufacturability. Upon receipt of the ingredients, we receive Certificates of Analysis from our suppliers in our quality control process to confirm that our rigorous standards have been met. Flavors are extensively tested prior to introduction to ensure finished product attributes such as taste, texture, aroma and appearance are not negatively impacted.

WeOur ~~have a~~ commitment to purchase flavor ingredients inventory ~~which~~from ~~expires~~a certain vendor expired on ~~December~~August 31, 2025. As most of the raw materials we use in our flavors are generally readily available in the market ~~from many suppliers~~, we believe that we can, within a reasonable period of time, make ~~satisfactory~~ alternative arrangements in the event of an interruption of supply from our vendors but cannot assure that we will successfully do so. As of the date of this report, we do not have any long-term arrangements to purchase flavor ingredients. See 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.

Manufacturing

As the first step in ~~our~~the manufacturing process for our plant-based meat products a dry blend containing ~~our~~ plant protein is combined ~~within~~at our manufacturing facilities. The dry blend then enters ~~our~~an extruder, where both water and steam are added. We then use a combination of heating, cooling and variations of pressure to weave together the proteins into an architecture that mimics the texture and muscle structure of animal meat. The formed woven protein is used as the basis of all our plant-based meat products. Next, internally or through our co-manufacturers, we further process the woven protein by combining flavors and other ingredients, after which the final packaged product is then shipped to third party storage facilities and, ultimately, to distributors or direct to customers. In order to sustain the quality of our products, we have implemented a “define, measure, analyze, improve and control,” or DMAIC, approach to improve, optimize and stabilize our processes and design.

We depend on co-manufacturers for the manufacturing of some of our products. We continue to explore further optimization of our production capabilities domestically and abroad to produce our woven proteins, blends of flavor systems and binding systems, and finished goods.

Quality Control

In-process quality checks are performed throughout the manufacturing process, including temperature, physical dimensions and weight. We provide specific instructions to customers and consumers for storing and cooking our products. The majority of our plant-based meat products are transported and stored frozen. Frozen products ~~such~~are asintended ~~Beyond~~to ~~Beef~~be ~~Crumbles,~~prepared ~~Beyond~~from ~~Breakfast~~their ~~Sausage~~frozen ~~Patties~~state, ~~Beyond~~with ~~Steak,~~cooking ~~Beyond~~instructions ~~Chicken~~printed ~~and~~on ~~Beyond~~all ~~Bakes~~packaging. Retail products sold in the meat case are ~~intended~~shipped to bethe ~~prepared~~customer ~~from~~frozen. ~~their~~The customer is provided instructions on ‘slacking,’ which is typically done by moving frozen ~~state~~food to a refrigerator to allow it to slowly and safely thaw, ~~with~~following ~~cooking~~which ~~instructions~~retailers ~~printed~~must onapply ~~all~~a “use by date” to the packaging prior to sale.

Retail products typically sold in the meat case, such as the Beyond Burger, Beyond Sausage, Beyond Beef, Beyond Meatballs, Beyond Sun Sausage and Beyond Sausage Links, are shipped to the customer frozen. The 6

customer is provided instructions on ‘slacking,’ which is typically done by moving frozen food to a refrigerator to allow it to slowly and safely thaw, following which retailers must apply a “use by date” sticker to the packaging prior to sale.

Distribution

From our internal manufacturing or co-manufacturing facilities, our plant-based meat products are transferred by third party logistics providers to third party cold storage facilities or are directly shipped to the customer. International shipments are also handled by third party logistics providers and in some instances are organized directly by the customer. We manage shipments through transport management systems for real-time shipment tracking and visibility to coordinate our supply chain through to final distribution.

Order Fulfillment

Our customer service and logistics functions are responsible for customer-facing activities, order management, customer logistics, 3PL leadership and intra-company distribution. We utilize enterprise resource planning (ERP) systems and integration with our 3PL cloud interface platforms for these processes. Customer orders are principally transmitted via electronic data interface, but may be processed manually if necessary. Orders are accepted in our ERP systems, reviewed for accuracy and fulfillment plans are developed. When fulfillment plans are ready, orders are tendered to third party carriers. Metrics for the customer service and logistics team include order fill rates, on-time delivery, customer scorecards as needed and cost leadership. We also engage in direct-to-consumer sales of certain plant-based products utilizing a third-party e-commerce fulfillment partner. We have agreements with third party service providers for all of our shipping needs.

Sales and In-Store Activation

•Sales

As of December 31, ~~2024~~2025, our sales team is organized into four divisions: retail, foodservice, international and strategic partnerships. The sales team has an extensive range of experience from leading CPG, natural food, meat and plant-based meat companies. It works in close coordination with a network of global broker and distributor partners that gives us the expertise and access to accounts and markets across key global markets in an efficient and scalable fashion as we continue to seek to grow our footprint and sales globally. We also sell a limited number of products directly to consumers through our Beyond Test Kitchen website.

•Brand Marketing

The primary means by which we have driven consumer awareness of our products is via social and digital media, PR, retail and foodservice shopper marketing, in-store presence and merchandising, including concentrated brand blocks, targeted promotions, brand ambassador and influencer activations, paid media and strategic partnerships. Our marketing strategy focuses on driving awareness all the way through to purchase and loyalty.

We maintain active social media platforms such as Facebook, Instagram, ~~LinkedIn,~~ Threads, ~~TikTok,~~LinkedIn ~~X (formerly Twitter)~~ and ~~YouTube~~Reddit to build awareness, share news, reach new audiences, and engage with our consumers. These platforms allow us to engage with our consumers and directly reach target demographics such as millennials and “Generation Z.” We also leverage our first party data to distribute brand information and news, foster loyalty through unique offers and share recipe content to drive everyday consumption.

We ~~also~~ maintain a registered domain website at www.beyondmeat.com, which serves as the primary source of information regarding our products, as well as foreign domains in certain countries. Our website is used as a platform to promote our products, provide news, share recipes, highlight nutritional facts and provide general information on where to purchase our products. We also maintain a registered domain website at www.beyondtestkitchen.com, our direct-to-consumer site and destination for early access to new product innovations and limited-time drops.

We ~~also~~ partner with a network of brand ambassadors and influencers and have developed a strong following with certain celebrities from the worlds of sports and entertainment who share our core values. Their organic involvement and interest are helpful to promote our overall mission and ~~strategic partnerships~~products. In 2023, we launched the GoBeyond RD Hub for registered dietitians (“RD”s) and nutrition experts, with the goal of supporting the RD

community with an open channel for communication and an opportunity to share the latest updates and research insights on plant-based options. In 2024, we continued to deploy targeted brand campaigns to build awareness, reach new users and drive conversion. In 2025, we launched a series of new campaigns focused on the clean, simple, plant-based ingredients that go into our products. Our paid digital initiatives have included social, programmatic, podcasts, out-of-home, online video, connected TV, and digital offers and rewards.

Competition

We operate in a highly competitive environment. We believe that we compete with both conventional animal-protein companies, such as Cargill, Hormel Foods, JBS, Perdue Foods and Tyson Foods, and also plant-based meat brands, including brands affiliated with conventional animal-protein companies and other large food operators, such as Boca Foods (Kraft Heinz), Lightlife and Field Roast (Maple Leaf Foods), Gardein (Conagra), Hungry Planet, Inc., Impossible Foods Inc., Incogmeato/Morningstar Farms (~~Kellanova~~Mars, Incorporated), Dr. Praeger’s Sensible Foods, Plantspired (Nasoya Foods USA, LLC), Daring Foods, Moving Mountains, Omnipork (OmniFoods), Tofurky, Sweet Earth and Awesome Burger (Nestlé S.A.), Raised & Rooted (Tyson Foods), Happy Little Plants (Hormel Foods), Sysco’s Simply Plant-Based Meatless Burger, The Not Company and The Vegetarian Butcher (~~Unilever~~JBS). Additionally, we face competition from companies developing alternative protein sources beyond plant-based offerings. This includes mycelium-based meat alternatives, such as Quorn, Meati and Nature’s Fynd, which leverage fermentation technology to create products with a texture and nutritional profile similar to animal proteins. Furthermore, a number of U.S. and international companies are working on developing lab-grown or “clean meat,” an animal-protein product cultivated from cells taken from animals, which could have a similar appeal to consumers as plant-based products, including GOOD Meat (Eat Just, Inc.), Aleph Cuts (Aleph Farms Ltd.) and Wildtype (Wild Type, Inc.).

We believe the principal competitive factors in our industry are:

• taste;

• price and promotion tactics;

◦• nutritional profile;

• ingredients;

• texture;

• ease of integration into the consumer diet;

• low-carbohydrate, low-sugar, low-sodium, high fiber and protein;

• macronutrient ratios and ingredient differentiation;

• lack of cholesterol and GMOs;

• convenience;

• versatility;

• brand awareness and loyalty among consumers;

• media spending;

• product variety and packaging;

• access to major retailer shelf space and retail locations, including concentrated brand blocks;

• access to major foodservice outlets and integration into menus;

• innovation; and

• intellectual property protection.

We believe we compete effectively with respect to each of these factors. However, many companies in ~~our~~the plant-based meat industry have substantially greater financial resources, more comprehensive product lines, broader market presence, longer standing relationships with distributors and suppliers, longer operating histories, greater production, commercialization and distribution capabilities, and greater marketing resources than we have.

presence, longer standing relationships with distributors and suppliers, longer operating histories, greater production, commercialization and distribution capabilities, and greater marketing resources than we have.

Research and Development

At Beyond Meat, the Research and Development (“R&D”) team is the driving force behind the development of our groundbreaking plant-based meat and other plant-based protein products. Operating from our Innovation Center located at our Campus Headquarters, our in-house R&D team includes scientists, engineers, researchers, technicians and chefs. In every project they undertake, our R&D team is deeply committed to pioneering the future of food, with a goal of producing plant-based meat alternatives indistinguishable from their animal-based counterparts in taste, texture and nutrition. We continue to invest in research and development that enables us to optimize taste and macronutrients, constrain saturated fats, and use limited and clean ingredients.

Our R&D efforts have resulted in several industry-first innovations that have not only established new benchmarks in the plant-based meat sector but also significantly contributed to our brand's reputation as an industry leader. To ensure we maintain our competitive advantage, we implement rigorous measures to protect our intellectual property, which forms the cornerstone of our innovative edge.

The Beyond Meat Rapid and Relentless Innovation Program defines our systematic and strategic approach to product development. It is a comprehensive framework that integrates the various stages of the innovation lifecycle—ideation, prototype development, testing, refinement and commercialization. Within this framework, each functional team is assigned specific responsibilities and held accountable for their contributions. This structured process ensures that there are clear deliverables at each stage, facilitating a seamless flow from conception to market launch.

Our R&D endeavors are not limited to product innovation alone. We are equally focused on improving our manufacturing processes and quality control measures. We continuously explore new technologies and methodologies that can improve the efficiency and sustainability of our production lines, with a goal of reducing waste, cost and speed-to-market.

Product Innovation

Innovation is a core competency of ours and an important part of our growth strategy. Our goal is to identify large, animal-based meat product categories across our core plant-based platforms of beef, pork and poultry that exhibit long-term consumer trends. We then dedicate significant research and development resources to create authentic plant-based versions of these products that replicate the taste, texture, aroma and appearance of their animal-based equivalents. We have been able to leverage the success of our existing products and resulting brand equity to launch improved versions of our existing products and create new products. The success and brand equity of our existing product lineup serves as a strong foundation, enabling us to continuously introduce improved versions of our current offerings and launch new, groundbreaking products, including new plant-based protein products and product categories that deliver the power of plants to consumers. Whether new innovation or renovation, all of our product development efforts are driven by a pursuit of excellence, a deep understanding of and persistent focus on evolving consumer preferences and a strong commitment to health.

Seasonality

Generally, we expect to experience greater demand for certain of our products during the U.S. summer grilling season. In ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, U.S. retail channel net revenues during the second quarter were 215%, 10% and 16% higher than the first quarter, respectively. While we expected to continue to see additional seasonality effects in 2024, as compared to 2023, we saw more muted effects from seasonality in the third quarter of 2024 as compared to the prior-year periods and the second quarter of 2024, reflecting, in part, pricing actions in our U.S. retail and foodservice channels. 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

21% and 10% 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.

~~Environmental,~~Corporate ~~Social and Governance~~Responsibility

As a disruptive leader in the food industry, we have established ourselves as a leading producer of plant-based meat products that we believe deliver a reduced environmental footprint and mitigate the social and welfare issues associated with the conventional production and consumption of animal protein. In order to continue that work and position us as a leader in the integration of environmental and social change, we have committed to developing a comprehensive ~~ESG~~corporate responsibility program.

As part of the development of our ~~ESG~~corporate responsibility program, in 2024 we conducted aan ESG materiality analysis to determine which ESG issues are relevant to our business, our stakeholders and society. (Through this exercise, we engaged with key internal and external stakeholders by consolidating consumer and customer feedback, expectations from our investors, and insights from executive interviews to build consensus on the “most critical ESG ~~Materiality~~issues ~~Analysis”)~~facing our business. The term “materiality analysis” is common in the discussion of such assessments; however, ~~the~~our ESG ~~Materiality~~materiality ~~Analysis~~analysis was informed by definitions of materiality that differ from, and are in general more expansive than, the definition under the securities laws of the United States, and was not designed to identify “material” issues for the purposes of financial reporting. Our discussion of the ESG ~~Materiality~~materiality ~~Analysis~~analysis or other ESG matters herein or elsewhere (including, without limitation, identification of climate-related risks) may include information that is not necessarily “material” for SEC reporting purposes, and is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. We continue to work on leveraging the ESG Materiality Analysis to inform our strategy and actions under our commitment to promoting responsible and sustainable business practices within our organization.

Our ~~focus~~ESG ~~areas~~materiality ~~for~~analysis ~~impact~~identified ~~include~~Beyond Meat’s top three priority ESG topics as:

•~~human~~climate ~~health~~change management;

•~~climate~~consumer ~~change~~education and safety; and

•~~natural~~health ~~resource conservation;~~ and nutrition.

•animal welfare.

Human Capital Resources

•Employees

As of December 31, ~~2024~~2025, we had ~~754~~589 full-time employees and 5450 contract workers. None of our employees isare represented by a labor union. We have never experienced a labor-related work stoppage. Our operations in the Netherlands are subject to the Netherlands Works Council Act and we must seek the advice of the Netherlands Works Council prior to implementing a variety of decisions.

•Inclusion and Belonging

We ~~value~~believe ~~the~~our ~~unique~~workforce ~~talent~~should ~~and~~reflect ~~merit~~the ~~that~~customers ~~derive~~and ~~from~~communities awe ~~variety~~serve. ofAt ~~backgrounds~~Beyond ~~and~~Meat, ~~experience.~~we We aspire to ~~engender~~create ~~and~~an ~~affirm~~equitable ~~equity~~ and ~~inclusion~~inclusive ~~through~~work ~~a purposeful investment in an~~ environment ~~where~~by ~~qualified~~celebrating ~~individuals~~the ~~can~~merit ~~succeed~~born ~~regardless~~from ofunique ~~background.~~backgrounds, Welife ~~believe~~experiences, ~~our~~cultural ~~company~~heritage, ~~culture thrives when different perspectives~~ and ~~ideas~~variety ~~inform~~of ~~our~~thoughts. ~~strategic~~For ~~goals~~example, tothroughout ~~innovate~~the ~~and~~year ~~deliver~~we ~~to customers of every socio-economic background. We~~ recognize ~~that representation~~ and ~~collaboration~~celebrate ~~are vital components to address~~ the ~~challenges~~different ~~that~~backgrounds ~~face~~of our ~~planet~~employees. WeThrough ~~have~~these ~~developed~~events awe ~~framework~~aim ofto ~~guiding~~promote principles that set the foundation for sustainable practices by reducing subjectivity and biases via data-driven decisions and promoting shared ownership for inclusive behaviors and actions across the organization.

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greater understanding of different perspectives and to help support the cultivation of an inclusive culture and the formation of collaborative teams.

•Mission, Culture and Engagement

Everything we do is powered by our mission and core values and our corporate culture reflects that. As a result, we enjoy a highly motivated and skilled workforce committed to our mission and our company. We believe we have a unique culture which promotes employee engagement. Our employees are driven by our mission which promotes collaboration and innovation. We promote employee engagement by organizing various employee activities that are aligned with our mission, including our weekly “Coffee Talk,” a forum for employee engagement with leadership.

Trademarks and Other Intellectual Property

We own domestic and international trademarks and other proprietary rights that are important to our business. Depending upon the jurisdiction, trademarks are valid as long as they are used in the regular course of trade and/or their registrations are properly maintained. Our trademarks are valuable assets that reinforce the distinctiveness of our brand to our consumers. We have applied for or have trademark registrations internationally as well. We believe the protection of our trademarks, copyrights, patents, domain names, trade dress and trade secrets are important to our success.

We aggressively protect our intellectual property rights by relying on trademark, copyright, patent, trade dress and trade secret laws and through the domain name dispute resolution system. We maintain a registered domain ~~website~~websites at www.beyondmeat.com and www.beyondtestkitchen.com, as well as foreign domains in certain countries.

We believe our intellectual property has substantial value and has contributed significantly to our business. As of December 31, ~~2024~~2025, we had four issued patents in the United States, ~~nine~~thirteen issued patents outside the United States (U.K., Canada, China, Chile, Israel (two), Brazil, Japan, Australia (two), Mexico, South Korea and ~~Australia~~Hong Kong), one pending patent application in the United States, ~~five~~and three pending international patent applications ~~and one provisional patent application~~.

We consider the specifics of our marketing, promotions and products as a trade secret, and information we wish to keep confidential. In addition, we consider proprietary information related to formulas, processes, know-how and methods used in our production and manufacturing as trade secrets, and information we wish to keep confidential. We have taken reasonable measures to keep the above-mentioned items, as well as our business and marketing plans, customer lists and contracts reasonably protected, and they are accordingly not readily ascertainable by the public.

Segment Information

We have one operating segment and one reportable segment, in the plant-based meat industry, offering a portfolio of revolutionary plant-based meat. Our chief operating decision maker (“CODM”), who is our Chief Executive Officer and President, reviews operating results to make decisions about allocating resources and assessing performance for the entire company. We derive revenue primarily in North America and Europe and manage the business activities on a consolidated basis. Our CODM allocates resources and assesses performance aton ~~the~~a consolidated ~~level~~basis. See Note 16, Segment Information, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Government Regulation

Along with our co-manufacturers, brokers, distributors and suppliers, we are subject to extensive laws and regulations in the United States by federal, state and local government authorities and in Canada, the European Union, the United Kingdom, China and other jurisdictions by foreign authorities. In the United States, the primary federal agencies governing the manufacture, distribution, labeling and advertising of our products are the FDA and the FTC, and foreign regulatory authorities include Health Canada or the Canadian Food Inspection Agency (“CFIA”) and the authorities of the EU or the EU member states. Under various federal statutes and implementing regulations and foreign requirements, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate our product composition, ingredients, manufacturing, labeling and other marketing and advertising to consumers. Among other things, the facilities in which our products and ingredients are manufactured must register with the FDA and any other

relevant authorities based on location, comply with current good manufacturing practices, or cGMPs, and comply with a range of food safety requirements established by and implemented under the Food Safety Modernization Act of 2011 and applicable foreign food safety and manufacturing requirements. Federal, state, and foreign regulators have the authority to inspect our facilities to evaluate compliance with applicable requirements. Federal, state, and foreign regulatory authorities also require that certain nutrition and product information appear on our product labels and, more generally, that our labels and labeling be truthful and non-misleading and that our marketing and advertising be truthful, non-misleading and not deceptive to consumers. We are also restricted from making certain types of claims about our products, including for example, in the United States, nutrient content claims, health claims, and claims regarding the effects of our products on any structure or function of the body, whether express or implied, unless we satisfy certain regulatory requirements.

In addition to federal regulatory requirements in the United States, certain states impose their own manufacturing and labeling requirements. For example, every state in which our products are manufactured requires facility registration with the relevant state food safety agency, and those facilities are subject to state inspection as well as federal inspection. Further, states can impose state-specific labeling requirements. For example, in 2018, the state of Missouri passed a law that prohibits any person engaged in advertising, offering for sale, or sale of food products from misrepresenting products as meat that are 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 Missouri law. Additional states, including Arkansas, Georgia, Mississippi, Louisiana, Oklahoma, South Dakota, Texas and Wyoming, have subsequently passed similar laws, and legislation that would impose specific requirements on the naming of plant-based meat products is currently pending in a number of other states, including Arizona and Nebraska. We believe that our products are manufactured and labeled in material compliance with existing state requirements, including the 2018 Missouri law and similarly drafted laws, and pay close attention to any developments at the state or federal level that could apply to our products and our labeling claims.

We are also subject to the laws of Australia, Canada, Hong Kong, Israel, South Africa, China, the European Union (and individual member countries) and the United Kingdom, among others, and requirements specific to those jurisdictions could impose additional manufacturing or labeling requirements or restrictions. For example, 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, EU member states remain free to establish national restrictions on meat-related names. 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. The Contested Decree was published on June 29, 2022, and entered into force on October 1, 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. On July 27, 2022, at the request of a trade association, the French High Administrative Court partially suspended the execution of the Contested Decree, signaling serious doubts as to its lawfulness. The Company 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. However, the suspension was only partial and temporary until the High Administrative Court ruled on the merits of the case. We also noted that this prohibition had not been appropriately notified to the European Commission, and that as a result, the prohibition was, in principle, non-enforceable. On July 12, 2023, the French High Administrative Court issued an intermediate judgment in the proceedings against the French meaty names ban. The Court held that there were a number of difficulties interpreting EU law which would be decisive for the resolution of the case. For that reason, the French High Administrative Court referred the case to the Court of Justice of the European Union (“CJEU”), which is the highest court in the EU and can issue a legally binding interpretation of EU law valid in all 27 EU member states, including France. The French High Administrative Court is bound to follow judgments of the CJEU. The

~~procedure~~statutes ~~before~~and ~~the~~implementing ~~CJEU~~regulations ~~started~~and onforeign ~~August 22~~requirements, ~~2023,~~these ~~and the Company filed its submission on October 31~~agencies, ~~2023.~~among Onother ~~January 15~~things, ~~2024,~~prescribe the ~~CJEU~~requirements ~~closed~~and establish the ~~written~~standards ~~procedure.~~for ~~The~~quality ~~period~~and tosafety ~~request~~and anregulate ~~oral~~our ~~hearing~~product ~~closed on February 5~~composition, ~~2024. Meanwhile~~ingredients, ~~on August 23~~manufacturing, ~~2024,~~labeling ~~France~~and ~~published~~other amarketing ~~proposal~~and ~~for~~advertising ato ~~new~~consumers. ~~decree~~Among ~~replacing~~other ~~the~~things, ~~Contested Decree (~~the ~~“New~~facilities ~~Decree”)~~in which ~~essentially~~our ~~maintained the prohibition on meaty names for~~ products ~~containing~~and aingredients ~~certain~~are ~~percentage~~manufactured ofmust ~~plant-based~~register ~~proteins.~~with ~~Following a mandatory six-month standstill review period by~~ the ~~EU,~~FDA ~~the~~and ~~New~~any ~~Decree~~other ~~was~~relevant ~~adopted~~authorities based on ~~February 26~~location, ~~2024.~~comply ~~However,~~with oncurrent ~~April~~good ~~10,~~manufacturing ~~2024~~practices, ~~the~~or ~~French High Administrative Court suspended its application~~cGMPs, ~~citing~~and ~~serious~~comply ~~doubts over its compatibility~~ with EUa ~~law.~~range ~~These concerns were already part~~ of ~~the~~food ~~ongoing~~safety ~~litigation~~requirements ~~before~~established ~~the~~by ~~CJEU~~and ~~regarding~~implemented ~~the~~under ~~original Contested Decree. On March 1, 2024,~~ the ~~CJEU~~Food ~~requested~~Safety ~~the~~Modernization ~~French~~Act ~~High Administrative Court to provide its view on the impact~~ of ~~the~~2011 ~~adoption~~and ofapplicable ~~the~~foreign ~~New~~food ~~Decree~~safety ~~on the litigation against the Contested Decree,~~ and ~~whether~~manufacturing ~~it should be declared moot or it should be allowed to proceed~~requirements. ~~On March 14~~Federal, ~~2024~~state, ~~the~~and ~~French~~foreign ~~High~~regulators ~~Administrative~~have ~~Court~~the ~~responded~~authority to ~~the~~inspect ~~CJEU's~~our ~~request~~facilities ~~for information asking the latter~~ to ~~rule~~evaluate incompliance ~~the~~with ~~proceedings~~applicable requirements. ~~On April 15~~Federal, ~~2024~~state, ~~the CJEU decided that the litigation against the Contested Decree would proceed,~~ and ~~that~~foreign anregulatory ~~oral~~authorities ~~hearing~~also ~~was~~require ~~not necessary. On October 4, 2024, the CJEU ruled~~ that ~~the~~certain ~~Contested~~nutrition ~~Decree’s~~and ~~ban~~product oninformation ~~meat~~appear ~~names for plant-based foods was unlawful under EU law, setting a precedent~~ on ~~the~~our ~~extent~~product tolabels 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. Following the CJEU’s judgment, the case was referred back to the French High Administrative Court, which, on January 28, 2025, annulled the Contested Decree and ~~the New Decree. Separately~~, inmore ~~October 2021~~generally, ~~the Turkish authorities challenged the use of the Caped Longhorn superhero logo, as well as the name “Beyond Meat,” alleging~~ that ~~the consumer is misled as to the characteristics of~~ our ~~products.~~labels ~~The~~and ~~local~~labeling ~~distributor~~be ~~has~~truthful ~~made~~and anon-misleading ~~submission~~and that ~~this~~our ismarketing anand ~~unlawful~~advertising ~~restriction~~be ~~under~~truthful, ~~the EU~~non-~~Turkey~~misleading ~~Free Trade Agreement. In December 2021, the Turkish authorities rejected this submission,~~ and ~~held~~not ~~that~~deceptive ~~references~~ to ~~“plant-based” in combination with “meat” would mislead the consumer~~consumers. InWe ~~December~~are ~~2023,~~also ~~Italy~~restricted ~~adopted~~from amaking ~~law~~certain ~~prohibiting~~types ~~names to indicate foodstuffs~~ of ~~animal~~claims ~~origin~~about toour ~~describe~~products, ~~market~~including orfor ~~promote foodstuffs containing vegetable proteins~~example, ~~following~~in the ~~French~~United ~~example.~~States, ~~Also~~nutrient incontent ~~December 2023~~claims, ~~Poland~~health ~~published~~claims, aand ~~draft~~claims ~~decree~~regarding ~~banning~~ the ~~use~~effects of ~~meaty~~our ~~names to designate plant-based~~ products. Inon ~~December~~any ~~2024,~~structure ~~South~~or ~~Africa~~function ~~issued~~of ~~proposed draft regulations governing~~ the ~~sale~~body, ofwhether ~~plant-based~~express ~~meat~~or ~~and other meat analogues. We are actively monitoring these developments~~implied, ~~but~~unless ifwe ~~adopted,~~satisfy ~~they~~certain ~~may~~regulatory ~~require us to change our labeling and advertising~~requirements.

In addition, the United States Congress recently 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. Additionally, regulators have expressed concerns about “highly processed” or “ultra-processed” foods and the “generally recognized as safe” (GRAS) process for getting food ingredients to the market. The FDA has indicated that it plans to propose reforms to the GRAS process for food ingredients and multiple GRAS reform proposals have been introduced in Congress. If finalized, these reforms could change the process for assessing the GRAS status of ingredients Beyond Meat uses in its products. The administration also released the latest Dietary Guidelines for Americans in January 2026, which urge the consumption of whole foods and the avoidance of highly processed foods.

In addition to federal regulatory requirements in the United States, certain states impose their own manufacturing and labeling requirements. For example, every state in which our products are manufactured requires facility registration with the relevant state food safety agency, and those facilities are subject to state inspection as well as federal inspection. Further, states can impose state-specific labeling requirements. For example, in 2018, the state of Missouri passed a law that prohibits any person engaged in advertising, offering for sale, or sale of food products from misrepresenting products as meat that are 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 Missouri law. Additional states, including Arkansas, Georgia, Iowa, Kansas, Mississippi, Louisiana, Ohio, Oklahoma, South Dakota, Texas, Utah, West Virginia and Wyoming, have subsequently passed similar laws (certain of which are currently subject to legal challenge in state and federal courts, including the Texas law which was found to be unconstitutional by a federal district court), and legislation that would impose specific requirements on the naming of plant-based meat products is currently pending in a number of other states, including Nebraska, Oregon, South Carolina and Virginia. We believe that our products are manufactured and labeled in material compliance with existing state requirements, including the 2018 Missouri law and similarly drafted laws, and pay close attention to any developments at the state or federal level that could apply to our products and our labeling claims.

Several states have enacted laws in recent years that would prohibit the use of certain food ingredients or require notices or warnings on food labels about the presence of certain ingredients. For example, West Virginia enacted legislation in 2025 to ban seven color additives and two other ingredients, but that law was challenged and the court has granted a preliminary injunction staying the law pending the outcome of the legal challenge. Texas also enacted legislation in 2025 to require warnings for products containing any of approximately 44 ingredients enumerated in the law. The Texas law has also been challenged and a court has granted a preliminary injunction staying the law pending the outcome of the legal challenge.

those jurisdictions could impose additional manufacturing or labeling requirements or restrictions. For example, 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, EU member states remain 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. The Contested Decree was published on June 29, 2022, and entered into force on October 1, 2022. On July 27, 2022, at the request of a trade association, the French High Administrative Court partially suspended the execution of the Contested Decree. On July 12, 2023, the French High Administrative Court issued an intermediate judgment in the proceedings against the French meaty names ban. The Court held that there were a number of difficulties interpreting EU law which would be decisive for the resolution of the case. For that reason, the French High Administrative Court referred the case to the Court of Justice of the European Union (“CJEU”), which is the highest court in the EU and can issue a legally binding interpretation of EU law valid in all 27 EU member states, including France. The French High Administrative Court is bound to follow judgments of the CJEU. Meanwhile, on August 23, 2024, France published a proposal for a new decree replacing the Contested Decree (the “New Decree”) which essentially maintained the prohibition on meaty names for products containing a certain percentage of plant-based proteins. The New Decree was adopted on February 26, 2024 and subsequently suspended on April 10, 2024 by the French High Administrative Court. 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 the latter to rule in the proceedings. On 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 ruled that the Contested Decree’s ban on meat names for plant-based foods was unlawful under EU law, setting 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. Following the CJEU’s judgment, the case was referred back to the French High Administrative Court, which, on January 28, 2025, annulled the Contested Decree and the New Decree.

In October 2021, the Turkish authorities challenged the use of the Caped Longhorn superhero logo, as well as the name “Beyond Meat,” alleging that the consumer is misled as to the characteristics of our products. The local distributor has made a submission that this is an unlawful restriction under the EU-Turkey Free Trade Agreement. In December 2021, the Turkish authorities rejected this submission, and held that references to “plant-based” in combination with “meat” would mislead the consumer.

In December 2023, Italy adopted a law prohibiting names to indicate foodstuffs of animal origin to describe, market or promote foodstuffs containing vegetable proteins (“Italian Law”). 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.

Also in December 2023, Poland published a draft decree banning the use of meaty names to designate plant-based products. We are not aware of any additional developments in the legislative process. In June 2024, a Polish association of breeders requested that the Ministry of Agriculture advance the decree and regulate the use of meaty names. The judgment of the CJEU concerning the French ban will likely affect the approach taken by Poland in the future.

EU member states may reflect on the CJEU judgment and take a position on whether to adopt national measures or rely on existing legislation. 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 the Company has 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 our European co-manufacturer, 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 the Company has a defendable position, we have chosen to amend our labelling voluntarily going forward.

In July 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”. While still in the early stages of the legislative process and subject to potential changes, the Proposal, if adopted, could impact on the Company’s ability to use certain words in connection with plant-based products across all EU member states.

In October 2025, the European Parliament adopted a more restrictive amendment under a separate, more advanced legislative proposal, expanding the scope of reserved “meaty” terms (including examples such as “burger” and “sausage”). Following the Parliament’s vote, the European Commission, the European Parliament, and the Council of the European Union (the “Council”) 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” may not be included among the reserved terms. On March 19, 2026, the Council published the text of the provisional agreement, which will require formal approval by the European Parliament and the Council before it can enter 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.

We are subject to labor and employment laws, laws governing advertising, privacy laws, anti-corruption laws, safety regulations and other laws, including consumer protection regulations that regulate retailers or govern the promotion and sale of merchandise. Our operations, and those of our co-manufacturers, distributors and suppliers, are subject to various laws and regulations relating to environmental protection and worker health and safety matters. We monitor changes in these laws and believe that we are in material compliance with applicable laws. These laws and regulations are constantly evolving, and it is challenging to predict accurately the effect they may have upon the capital expenditures, earnings and our competitive position in the future.

Corporate Information

Beyond Meat, Inc. was incorporated in Delaware on April 8, 2011 originally under the name “J Green Natural Foods Co.” On October 5, 2011, we changed our corporate name to “Savage River, Inc.,” with “Beyond Meat” being our “doing business as” name. On September 7, 2018, we changed our corporate name to “Beyond Meat, Inc.”

Our common stock is listed on the Nasdaq Global Select Market under the symbol “BYND.”

Our Website and Availability of SEC Reports and Other Information

We maintain a website at the following address: www.beyondmeat.com. The information on our website is not incorporated by reference in this report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

We make available on or through our website certain reports and amendments to those reports we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the website is http://www.sec.gov.

12Investors and others should note that Beyond Meat routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Beyond Meat Investor Relations website. We also intend to use certain social media channels as a means of disclosing information about us and our products to consumers, our customers, investors and the public (e.g., @BeyondMeat on Facebook, Instagram, Threads, LinkedIn and Reddit). The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC. While not all of the information that the Company posts to the Beyond Meat Investor Relations website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Beyond Meat to review the information that it shares at the “Investors” link located at the bottom of our webpage at https://investors.beyondmeat.com/investor-relations and to sign up for and regularly follow our social media accounts. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Request Email Alerts" in the "Investors" section of Beyond Meat’s website at www.investors.beyondmeat.com/investor-relations.

(the “Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the website is http://www.sec.gov.15

Investors and others should note that Beyond Meat routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Beyond Meat Investor Relations website. We also intend to use certain social media channels as a means of disclosing information about us and our products to consumers, our customers, investors and the public (e.g., @BeyondMeat, #BeyondBurger and #GoBeyond on Facebook, Instagram, Threads and X (formerly, Twitter), and @BeyondMeatOfficial on TikTok). The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC. While not all of the information that the Company posts to the Beyond Meat Investor Relations website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Beyond Meat to review the information that it shares at the “Investors” link located at the bottom of our webpage at https://investors.beyondmeat.com/investor-relations and to sign up for and regularly follow our social media accounts. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Request Email Alerts" in the "Investors" section of Beyond Meat’s website at www.investors.beyondmeat.com/investor-relations.

ITEM 1A. RISK FACTORS.

Risk Factor Summary

We are providing the following summary of the risk factors ~~contained in this report~~ to enhance the readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk factors immediately following this summary as well as the other information in this report, including ~~the~~Item ~~section~~7, ~~titled “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Note Regarding Forward-Looking Statements,” and our consolidated financial statements and related notes, before deciding whether to invest in shares of our common stock. The risks and uncertainties described in this report may not be the only ones we face. If any of the risks actually occurs, our business, financial condition, operating results, cash flows and prospects could be materially and adversely affected. Inand ~~this case,~~ the trading price of our common stock ~~would~~could ~~likely~~ decline ~~and you might lose part or all of your investment in our common stock~~materially. These risks and uncertainties include, but are not limited to, the following:

•Risks Related to Our Business, such as, adverse and uncertain economic and political conditions ~~in the U.S. and international markets~~, including concerns about ~~high~~ inflation, ~~and~~potential ~~changes~~further ~~resulting~~government ~~from~~shutdowns, ~~the~~disruptions ~~change~~at ingovernment ~~the~~agencies ~~administration~~and inregulatory ~~the U.S.~~authorities, ~~including greater~~ restrictions on free trade through ~~significant~~ increases in tariffs on raw materials, ingredients, finished goods and other products and supplies, ~~imported into the U.S. and~~ increased uncertainty surrounding international trade policy and regulations, and trade wars; ~~risks associated with~~ potential inflationary price pressures including the effects of ~~higher~~high interest rates; our history of losses and negative cash flows from operating activities and ability to achieve and/or sustain our profitability, cash flow and financial performance objectives; reduced consumer confidence and changes in consumer spending; ~~and~~weakness ~~negative~~in ~~trends~~the inplant-based ~~consumer~~meat ~~purchasing~~category, ~~patterns;~~including aongoing ~~further~~and ~~decrease~~persistent declines in demand, and the underlying factors negatively impacting demand in the plant-based meat category; identifying and executing certain operational optimization and cost-reduction initiatives, cost structure improvements, workforce reductions and executive leadership changes, and the timing and success of ~~reducing~~these ~~operating expenses and achieving and/or sustaining our profitability and financial performance objectives~~initiatives; the timing and success of narrowing our commercial focus to certain anticipated growth opportunities and identifying new growth opportunities, including optimizing and expanding our distribution channels; accelerating activities that prioritize gross margin expansion and cash generation; changes to our pricing architecture; our ability to successfully execute our Global Operations Review and any resulting strategic plans, including the exit or discontinuation of select product lines and discontinuation of operations in certain geographies or expanding our geographic footprint to new locations, the impact of non-cash charges such as ~~part~~provision for excess and obsolete inventory and potential additional impairment charges, write-offs and disposals of fixed assets, and losses on sale and write-down of fixed assets, further optimization of our ~~Global~~manufacturing ~~Operations~~capacity ~~Review~~and real estate footprint, and cash and non-cash impacts resulting from our strategic initiatives; ~~changes~~our ability to accurately forecast demand for our ~~pricing~~products; ~~architecture~~our ~~within~~ability ~~certain~~to ~~channels~~optimize and utilize our capacity efficiently or accurately plan our capacity requirements; ~~cash~~our ability to sell our inventory in a timely manner which may require us to sell our products through liquidation channels at lower prices, write-~~accretive~~down or write-off excess or obsolete inventory, ~~reduction~~or ~~initiatives~~increase inventory provision; our ability to forecast future results of operations and ~~further~~financial ~~cost-reduction~~goals ~~initiatives~~or targets; our ability to ~~successfully~~estimate ~~execute~~market opportunity and forecast market growth; our ~~Global~~reliance ~~Operations~~on ~~Review~~a limited number of third party suppliers and ~~any~~our ~~resulting~~ability ~~strategic~~to ~~plans~~procure sufficient high quality raw materials; disruptions to our supply chain; our limited number of distributors; consolidation of customers, ~~including~~loss ~~the~~of ~~exit~~a significant customer or ~~discontinuation~~our inability to acquire new customers; loss of ~~select~~one or more of our co-manufacturers; damage or disruption at our internal or co-manufacturing facilities; difficulties expanding into new markets; slow, declining or negative revenue growth rates; revenue and earnings fluctuations; seasonal fluctuations; delays in product ~~lines~~delivery by third party transportation providers; failure to retain our senior management and attract and retain employees; our ability to maintain our company culture and constructive labor relations; the outsourcing of certain business operations and interruption in these services; failure of acquisitions or investments to be successfully identified and completed and efficiently integrated; our ESG practices and reporting of such asmatters; ~~Beyond~~risks ~~Meat~~from ~~Jerky,~~changes in estimating judgments and assumptions used in the preparation of financial statements in accordance with GAAP or any future impairment charges; technological changes that might impact our products and/or business, including implementation of artificial intelligence technologies; and risks stemming from workplace accidents or safety incidents.

13•Risks Related to Our Products, such as, incidents of food safety and food-borne illnesses or advertising or product misbranding; reduction in sales of the Beyond Burger; changing consumer preferences and trends;

impact of non-cash charges such as provision for excess and obsolete inventory and potential additional impairment charges, write-offs and disposals of fixed assets, and losses on sale and write-down of fixed assets, further optimization of our manufacturing capacity and real estate footprint, planned and future reductions in our workforce, and the planned suspension of our operational activities in China; the substantial non-cash impacts resulting from our Global Operations Review; our ability to accurately forecast demand for our products; our ability to utilize our capacity efficiently or accurately plan our capacity requirements; our ability to sell our inventory in a timely manner which may require us to sell our products through liquidation channels at lower prices, write-down or write-off obsolete inventory, or increase inventory provision; our ability to forecast future results of operations and financial goals or targets; our ability to estimate market opportunity and forecast market growth; our reliance on a limited number of third party suppliers and our ability to procure sufficient high quality raw materials; disruptions to our supply chain; limited availability of pea protein and avocado oil that meets our standards; our limited number of distributors; consolidation of customers, loss of a significant customer or our inability to acquire new customers; loss of one or more of our co-manufacturers; damage or disruption at our internal or co-manufacturing facilities; difficulties expanding into new markets; slow, declining or negative revenue growth rates; revenue and earnings fluctuations; seasonal fluctuations; delays in product delivery by third party transportation providers; failure to retain our senior management and attract and retain employees; use of professional employer organizations to employ certain of our international employees; interruption in services provided by third party service providers; failure of acquisitions or investments to be efficiently integrated; our ESG practices and reporting of such matters; accounting estimate risks; risks from changes in estimating judgments and assumptions used in the preparation of financial statements in accordance with GAAP or any future impairment charges; technological changes that might impact our products and/or business; and risks stemming from workplace accidents or safety incidents.16

•Risks Related to Our Products, such as, incidents of food safety and food-borne illnesses or advertising or product misbranding; reduction in sales of the Beyond Burger; changing consumer preferences; failure to introduce new products or successfully improve existing products; ~~our ability to accurately predict consumer taste preferences and respond quickly to new trends;~~ risks related to price increases of our products and volatility of ingredient and packaging costs.

•Risks Related to Our Industry and Brand, such as, increased competition in our market, industry consolidation and new market entrants; ~~continued~~consumer ~~decrease~~reaction into ~~demand~~new inproducts ~~the~~or ~~plant-based~~changes ~~meat~~in ~~category~~products; harm to our brand or reputation due to real or perceived quality or health issues with our products; and failure to develop and maintain our brand.

•Risks Related to Our International Operations, such as, business, regulatory, political, financial and economic risks of doing business in Canada, ~~China~~ and Europe, ~~including~~or asour ~~a result of the timing and~~ success ofin ~~the~~entering ~~planned~~new ~~suspension~~markets ofor ~~our~~suspending ~~operational~~operations ~~activities~~ in ~~China~~existing markets; foreign exchange rate fluctuations; trade policies, treaties, government regulations and tariffs, and potential violations of the FCPA and other anti-corruption laws.

•Risks Related to Our Investments, such as, our international manufacturing operations, ~~including the planned suspension of our operational activities in China;~~ and our ownership of real property; .

•Risks Related to Our Intellectual Property, Information Technology, Cybersecurity and Privacy, such as, our ability to adequately protect our proprietary technology and intellectual property; our reliance on information technology systems; the occurrence of a cybersecurity incident or other technology disruptions or failure to comply with the laws and regulations relating to privacy and the protection of individual data.

•Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital, such as, ~~delays~~the impact of workforce reductions or other cost-reduction ~~overruns~~initiatives ~~associated~~on our space demands; our ability to negotiate further changes to our lease arrangements; failure to meet our significant lease obligations; risks related to our significant indebtedness and liabilities, including our ability to comply with the ~~build~~covenants ~~out~~governing of our ~~new~~Notes ~~Campus~~and ~~Headquarters~~the Loan and Security Agreement and the impact of ~~workforce~~these ~~reductions~~covenants on our ability to engage in certain transactions, including raising additional capital; the risk of further shareholder dilution resulting from the equitization of our debt or ~~other~~exercise ~~cost-reduction~~of ~~initiatives~~Warrants; oninability to further bolster or restructure our ~~space~~balance sheet; inability to access restricted cash; sufficiency of our cash and cash equivalents to meet our liquidity needs; and failure to obtain additional financing or access capital markets to achieve our goals.

demands; our ability to build out or occupy the rest of the Campus Headquarters and to negotiate a partial lease termination or sublease, assign or otherwise transfer the unoccupied space; failure to meet our significant lease obligations or risks related to excess space capacity under our leases due to workforce reductions or other cost-reduction initiatives; risks related to our significant indebtedness and liabilities, including the Notes, and our ability to bolster and restructure our balance sheet; inability to access restricted cash that collateralizes letters of credit; sufficiency of our cash and cash equivalents to meet our liquidity needs; and failure to obtain additional financing or access capital markets to achieve our goals, through the ATM Program or otherwise.

•Risks Related to the Environment, Climate and Weather, such as, a major natural disaster or severe weather event in areas where our internal or co-manufacturing facilities are located; and negative effects from climate changes.

•Risks Related to Being a Public Company, such as, our ability to remediate the ~~effectiveness~~existing ofmaterial weaknesses in our internal control over financial reporting and to maintain effective internal controls and disclosure controls and procedures; the risk that material weaknesses have resulted, and may in the future result, in errors in our previously issued financial statements; limitations in our internal control system ~~resulting~~that inmay ~~undetected~~not prevent or detect all errors or acts of fraud; and increased costs associated with complying with the requirements applicable to public companies.

•Risks Related to Regulatory and Legal Compliance Matters, Litigation and Legal Proceedings, such as, FDA compliance; legal claims, government investigations and other regulatory enforcement actions; compliance with international regulations; changes in existing laws or regulations or the adoption of new laws or regulations, including income tax laws; failure by us, our suppliers ~~of raw materials~~ or our co-manufacturers to comply with food safety, environmental or other laws or with ~~the~~our specifications ~~and~~for ~~requirements of~~ our products; and ongoing litigation or legal proceedings., including the pending trademark infringement matter.

•General Risk Factors, such as, high volatility in our share price; reduction in our share price due to a substantial number of sales or issuances; ~~decline~~or inother ~~our~~dilutive ~~share~~events; ~~price and trading volume due to~~ adverse or misleading opinions by securities or industry analysts regarding our business; no history of paying dividends or plans to pay dividends to our stockholders ~~in the foreseeable future~~; provisions included in our charter documents to delay or prevent a change in control of our company; limitation of stockholders’ ability to obtain a favorable judicial forum for disputes due to the exclusive forum provision in our restated certificate of incorporation and forum selection provision in our amended and restated bylaws; and limitation of our ability to utilize our federal net operating loss and tax credit carryforwards.

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.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as ~~the COVID-19 pandemic, other~~ pandemics, epidemics or other public health crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest or uncertainties ~~(including those resulting from the recent U.S. presidential and congressional elections)~~, civil strife and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, foodservice and consumer demand for our products. For example, in connection with the war in Ukraine, governments in the U.S., U.K. and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. ~~In addition, the intensity, duration and economic effects of the conflict in Israel, Gaza and surrounding areas are difficult to predict.~~ The uncertainty resulting from the military conflicts in Europe and the Middle East have given rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global trade and may increase volatility in financial and capital markets, which may make it more difficult for us to raise additional capital. Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect our business and/or our supply chain, our international subsidiaries, business partners or customers in the broader region, including potential destabilizing effects that such conflicts may pose for the European continent, the Middle East or the global oil and natural gas markets. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice customers, consumers and creditors may suffer. Political environments have created, and may in the future create, uncertainty with respect to, and could result in additional changes in, legislation, regulation, international relations and government policy, or could result in possible civil unrest or other disturbances.

15For example, the uncertain tariff environment, marked by the United States’ imposition of tariffs on certain countries, including China, Canada and the EU, followed by the imposition of retaliatory tariffs on U.S. goods by certain countries, has introduced significant market volatility and raised concerns about potential economic impacts. The imposition or increase of tariffs or similar restrictions on goods imported into the United States may require us to raise our prices or increase inventory levels, or find new sources of supply for products that we import. There is no assurance that we would be able to pass on any cost increases, in full or at all, to our customers, and/or we could lose customers in countries such as Canada due to anti-American sentiment, any of which could materially affect our revenue, gross margin and results of operations.

~~where~~Any wetrade ~~do business~~wars, ~~which~~through ~~could~~the ~~adversely~~implementation ~~affect~~of ~~our~~tariffs ~~business~~or ~~and/~~otherwise, or ~~our~~a ~~supply~~government’s ~~chain,~~adoption ~~our~~of ~~international~~“buy ~~subsidiaries,~~national” ~~business~~policies ~~partners~~or retaliation by another government against such tariffs or ~~customers~~policies inmay ~~the~~adversely ~~broader~~affect ~~region~~our business, including ~~potential~~by ~~destabilizing~~impacting ~~effects~~(a) ~~that~~our ~~such~~supply ~~conflicts~~chain ~~may~~for ~~pose~~our ~~for~~operations ~~the~~as ~~European~~well ~~continent~~as third parties with whom we do business, (b) negatively affecting the ~~Middle~~prices ~~East~~of orand demand for the ~~global~~Company’s ~~oil~~products and ~~natural~~(c) ~~gas~~the macroeconomic markets at large. InFor ~~addition~~example, ~~our~~we ~~ability~~source tothe ~~manage~~majority ~~normal~~of ~~commercial~~our ~~relationships~~pea ~~with~~protein ~~our~~volume ~~suppliers,~~and ~~co-manufacturers,~~manufacture ~~distributors,~~some ~~retailers,~~of ~~foodservice~~our ~~customers,~~products ~~consumers~~in Canada and ~~creditors~~such ~~may~~ingredients ~~suffer.~~and ~~Political~~products ~~environments,~~may ~~for~~be ~~example~~subject ~~the~~to ~~recent~~tariffs ~~change~~upon inimport ~~administration~~into in the U.S., which may ~~create~~negatively ~~uncertainty~~impact ~~with~~prices ~~respect to,~~ and ~~could~~demand ~~result~~for inour ~~additional~~products. ~~changes~~In inaddition, ~~legislation,~~prices ~~regulation,~~and ~~international~~demand ~~relations~~for ~~and~~our ~~government~~products ~~policy,~~manufactured orin ~~could~~the ~~result~~U.S. inmay ~~possible~~also ~~civil~~be ~~unrest~~negatively oraffected ~~other~~by ~~disturbances~~trade wars.

~~The~~We ~~United~~cannot ~~States~~predict ~~has~~future ~~recently signaled its intention to change U.S.~~ trade policy, ~~including~~and ~~potentially~~regulations ~~renegotiating~~in orthe ~~terminating~~United ~~existing~~States ~~trade agreements~~ and ~~leveraging~~other ~~tariffs. For example~~countries, the ~~current~~terms ~~U.S.~~of ~~presidential~~any ~~administration~~renegotiated ~~recently~~trade ~~announced~~agreements ~~the~~or ~~implementation~~treaties, ofor atariffs ~~25%~~and ~~additional~~their ~~tariff~~impact on ~~imports~~our ~~from~~business. ~~Canada~~A ~~and~~trade ~~Mexico~~war ~~and~~could have a ~~20%~~significant ~~additional~~adverse ~~tariff~~effect on ~~imports~~world ~~from~~trade ~~China.~~and Inthe ~~response~~world toeconomy. To the ~~U.S.~~extent ~~tariffs,~~that ~~China,~~trade ~~Canada~~tariffs and ~~Mexico~~other ~~announced~~restrictions ~~plans~~imposed ~~for~~by ~~their~~the ~~own~~United ~~tariffs~~States onor ~~American~~other ~~products.~~countries Ifincrease ~~such~~the ~~increased~~price of, or ~~additional~~limit ~~tariffs~~the oramount ~~other restrictions~~of, ~~quotas,~~our ~~embargoes,~~products or ~~safeguards~~raw ~~are~~materials ~~placed~~used onin ~~goods~~our products imported into the United States, or ~~any related counter-measures are taken by~~ other countries, weor ~~may~~create ~~have~~adverse totax ~~raise~~consequences, ~~our~~the ~~prices or increase inventory levels~~sales, cost or ~~find~~gross ~~new~~margin ~~sources~~ of ~~supply~~our ~~for~~ products ~~that~~may webe ~~import.~~adversely ~~There~~affected isand nothe ~~assurance~~demand ~~that~~from weour ~~would~~customers befor ~~able~~products tomay ~~pass~~be ondiminished. ~~any~~Uncertainty ~~cost~~surrounding ~~increases,~~international intrade ~~full~~policy orand atregulations ~~all,~~as towell ~~our~~as ~~customers,~~disputes and~~/or~~ weprotectionist measures could ~~lose~~also ~~customers~~have inan ~~countries~~adverse ~~such~~effect ason ~~Canada~~consumer ~~due~~confidence toand ~~anti-American~~spending ~~sentiment,~~and ~~any~~negatively ofaffect ~~which~~demand ~~could~~for ~~materially affect~~ our ~~revenue, gross margin and results of operations~~products.

Any trade wars, through the implementation of tariffs or otherwise, or a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies may adversely affect our business, including by impacting (a) our supply chain for our operations as well as third parties with whom we do business, (b) negatively affecting the prices of and demand for the Company’s products and (c) the macroeconomic markets at large. For example, we source substantially all of our pea protein and manufacture some of our products in Canada and such ingredients and products may be subject to tariffs upon import into the U.S., which may negatively impact prices and demand for our products. In addition, prices and demand for our products manufactured in the U.S. may also be negatively affected by trade wars.18

WeAs ~~cannot~~global ~~predict~~economic ~~future~~conditions ~~trade~~continue ~~policy~~to be volatile or uncertain and ~~regulations~~potential recessionary or inflationary pressures exist, trends in ~~the~~consumer ~~United~~discretionary ~~States~~spending also remain unpredictable and ~~other~~subject ~~countries,~~to ~~the~~changes. ~~terms~~We ofhave ~~any~~seen ~~renegotiated~~consumers ~~trade~~shift ~~agreements~~purchases orto ~~treaties,~~lower-priced or ~~tariffs~~other ~~and~~perceived ~~their~~value ~~impact~~offerings onduring ~~our~~economic ~~business.~~downturns Aas ~~trade~~a ~~war~~result ~~could~~of ~~have~~various afactors, ~~significant~~including ~~adverse~~job ~~effect~~losses, oninflation, ~~world~~higher ~~trade~~taxes, reduced access to credit, change in federal economic policy and ~~the~~recent ~~world~~international ~~economy~~trade disputes. ToIn particular, consumers have reduced the ~~extent~~amount of plant-based food products that ~~trade~~they ~~tariffs~~purchase ~~and~~where ~~other~~there ~~restrictions~~are ~~imposed~~conventional byanimal-based ~~the~~protein ~~United~~offerings, ~~States~~which orgenerally ~~other~~have ~~countries~~lower ~~increase~~retail ~~the~~prices. ~~price~~In ofaddition, orconsumers ~~limit~~may choose to purchase private label products rather than branded products because they are generally less expensive. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount ofspent on food prepared away from home. Distributors, ~~our~~retailers ~~products~~and orfoodservice ~~raw~~customers ~~materials~~have ~~used~~become more conservative in ~~our~~response ~~products~~to ~~imported~~these ~~into~~conditions ~~the~~and ~~United~~have ~~States~~sought orto reduce their inventories. Our results of operations depend upon, among other ~~countries~~things, orour ~~create~~ability ~~adverse~~to ~~tax~~maintain ~~consequences,~~and ~~the~~increase sales volume with our existing distributors, ~~cost~~retailers orand ~~gross~~foodservice ~~margin~~customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products ~~may~~that beappeal ~~adversely~~to ~~affected~~consumers ~~and~~at the ~~demand~~right ~~from~~price. ~~our~~Decreases ~~customers~~in demand for our products ~~may~~without bea ~~diminished.~~corresponding ~~Uncertainty~~decrease ~~surrounding~~in ~~international~~costs ~~trade~~has ~~policy~~put ~~and~~downward ~~regulations~~pressure ason ~~well~~gross asmargin ~~disputes~~and has negatively impacted, and ~~protectionist~~may ~~measures~~continue ~~could~~to ~~also~~negatively impact, our financial results. Prolonged unfavorable economic conditions or uncertainty would likely have an adverse effect on ~~consumer~~our ~~confidence~~sales and ~~spending~~profitability.

As global economic conditions continue to be volatile or uncertain and potential recessionary or inflationary pressures exist, trends in consumer discretionary spending also remain unpredictable and subject to changes. We have ~~seen consumers shift purchases to lower-priced or other perceived value offerings during economic downturns as~~ a ~~result~~history of ~~various factors, including job~~ losses, ~~inflation, higher taxes, reduced access to credit, change in federal economic policy~~ and ~~recent~~negative ~~international~~cash ~~trade~~flows disputes. In particular, consumers have reduced the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount spent on food prepared away from ~~home.~~operating ~~Distributors~~activities, ~~retailers~~ and ~~foodservice~~we ~~customers~~may ~~have~~be ~~become~~unable ~~more conservative in response~~ to ~~these~~achieve ~~conditions~~or ~~and~~sustain ~~have sought to reduce their inventories~~profitability. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailers and foodservice customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in

16We have experienced net losses in almost every period since our inception. Although we recorded net income of $219.0 million in 2025, primarily driven by the gain on debt restructuring, net of exchange fees, of $548.7 million resulting from the Exchange Offer, we incurred loss from operations of $333.6 million in 2025 (compared to loss from operations of $156.1 million and $341.9 million, in 2024 and 2023,respectively) and net losses of $160.3 million and $338.1 million in 2024 and 2023, respectively. In 2025, 2024 and 2023, we incurred negative cash flows from operating activities of $144.9 million, $98.8 million and $107.8 million, respectively. Over time our operating expenses (as well as capital expenditures) may continue to increase as we 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.

demand for our products without a corresponding decrease in costs has put downward pressure on gross margin and has negatively impacted, and may continue to negatively impact, our financial results. Prolonged unfavorable economic conditions or uncertainty would likely have an adverse effect on our sales and profitability.

We have a history of losses, and we may be unable to achieve or sustain profitability.

We have experienced net losses in almost every period since our inception. In 2024, 2023 and 2022, we incurred net losses of $160.3 million, $338.1 million and $366.1 million, respectively. Although we decreased our operating expenses year-over-year in 2024 and 2023, over time our operating expenses and capital expenditures may increase as we hire additional employees; support our strategic and other QSR customer relationships; innovate and commercialize products; build our brand, expand our marketing channels and drive consumer adoption of our products; optimize our production capacity through our own internal production facilities, domestically and abroad; continue building out our Campus Headquarters, including the timing and success of subleasing, assigning or otherwise transferring excess space or negotiating a partial lease termination at our Campus Headquarters on terms advantageous to us or at all; increase our customer base, supplier network and co-manufacturing partners; scale production across distribution channels; pursue geographic expansion; 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 anticipated higher expenses, particularly in light of some of the other challenges we face, for example prolonged, weakened demand within the plant-based meat category 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. 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, and we may incur significant losses for the foreseeable future.

Weakness in the plant-based meat category, combined with our volume losses, has had a negative impact on our sales and profits.

Our operating environment continues to be negatively affected by several challenges, including, but not limited to, ~~prolonged,~~ongoing ~~weakened~~and persistent declines in demand in the plant-based meat category ~~overall~~and for our products, particularly in the refrigerated subsegment, among others, adverse changes in consumer ~~taste~~tastes and perceptions about plant-based meat, broad macroeconomic headwinds including ~~elevated levels of~~ inflation, ~~higher~~high interest rates, waning consumer confidence and potential recessionary concerns, and competitive activity in the plant-based meat category. Consumer demand for plant-based meat products has continued to decline in the U.S. and has softened in certain international markets.

Partly as a result of this weak demand, we have experienced volume losses and declines from historical levels, which has negatively impacted our sales and profitability. We expect that demand-related challenges will continue to have a negative impact on our sales and profitability and, as a result, our results of operations and financial condition, in the future, particularly if we are not able to continue reducing our costs quickly and significantly enough to offset the lost volume and attain and maintain a profitable customer and product sales mix. A continued decrease in consumer demand for plant-based meat, or a further prolonged decrease, would likely have a material adverse effect on our profits, business, financial condition and results of operations.19

~~Our~~and ~~strategic~~potential ~~initiatives~~recessionary toconcerns ~~improve~~in certain geographic regions, adverse changes in consumers’ perceptions about the health attributes of our ~~cost~~products, ~~structure~~increased ~~could~~competitive ~~have~~activity ~~long~~in the plant-~~term~~based ~~adverse~~meat ~~effects~~category, onglobal ~~our~~events ~~business~~such as the ongoing war between Russia and Ukraine and the escalating armed conflict in the Middle East involving the United States, Israel and weIran, ~~may~~and ~~not~~their ~~realize~~impacts on the ~~operational~~surrounding orareas ~~financial~~and ~~benefits~~global ~~from~~economy, ~~such~~current ~~actions~~and proposed future tariffs, ~~including~~as ~~achieving~~well as their potential impact on availability of raw materials and/or ~~sustaining~~distribution of our ~~profitability~~products, and ~~financial~~increased ~~performance~~uncertainty ~~objectives~~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.

InPartly ~~November~~as ~~2023~~a result of this declining demand, we ~~initiated~~have ~~our~~experienced ~~Global~~volume ~~Operations~~losses ~~Review~~and declines from historical levels, which ~~involves~~has ~~narrowing~~negatively impacted our ~~commercial~~sales ~~focus~~and toprofitability. ~~certain~~We ~~anticipated~~expect ~~growth~~that ~~opportunities,~~demand-related ~~and~~challenges ~~accelerating~~will ~~activities~~continue ~~that~~to ~~prioritize~~have ~~gross~~a ~~margin~~negative ~~expansion~~impact ~~and~~on ~~cash~~our ~~generation.~~sales ~~These~~and ~~efforts~~profitability ~~have~~and, toas ~~date~~a ~~included~~result, our results of operations and ~~may~~financial condition, in the future ~~include~~, particularly if we are not able to continue reducing our costs quickly and significantly enough to offset the ~~exit~~lost orvolume ~~discontinuation~~and ofattain ~~select~~and maintain a profitable customer and product ~~lines~~sales ~~such~~mix. asA ~~Beyond~~continued ~~Meat~~decrease ~~Jerky;~~in ~~changes~~consumer todemand for plant-based meat, or a further prolonged decrease, would likely have a material adverse effect on our ~~pricing~~profits, ~~architecture~~business, ~~within~~financial condition and results of operations.

17Potential disruptions at the FDA, the SEC and other government agencies and regulatory authorities caused by funding shortages or a government shutdown could adversely impact our business and operating results.

~~certain~~Over ~~channels;~~the ~~cash-accretive~~last ~~inventory~~several ~~reduction~~years, ~~initiatives;~~including ~~non-cash~~the ~~charges~~U.S. ~~such~~federal asgovernment ~~provision~~shutdown ~~for~~that ~~excess~~began ~~and~~on ~~obsolete~~October ~~inventory~~1, 2025 and ~~potential~~ended ~~additional~~on ~~impairment~~November ~~charges~~12, ~~write-offs~~2025, ~~and~~the ~~disposals~~U.S. ofgovernment ~~fixed~~has ~~assets,~~shut down several times and ~~losses~~certain onregulatory ~~sale~~agencies, ~~and~~such ~~write-down~~as ofthe ~~fixed~~FDA ~~assets;~~and ~~further~~the ~~optimization~~SEC, ofhave ~~our~~had ~~manufacturing~~to ~~capacity~~furlough employees and ~~real~~suspend ~~estate~~or ~~footprint;~~delay ~~planned~~various ~~and~~agency ~~future~~activities. ~~reductions~~There can be no assurance that such shutdowns will not occur in ~~our~~the ~~workforce;~~future ~~and~~or as to the ~~planned~~duration ~~suspension~~or ultimate effects of ~~our~~any ~~operational~~shutdown ~~activities~~or the possibility of additional funding lapses in ~~China~~the future.

~~Our~~A ~~Global~~prolonged Operations Review, cost structure improvement measures, cost-reduction initiatives, workforce reductions, suspension of our operational activities in China, and the timing and success of reducing operating expenses and achieving and/or ~~sustaining~~recurring ~~our~~shutdown profitability and financial performance objectives are subject to many risks and uncertainties. For example, the charges associated with our recent reductions-in-force may be greater than anticipated, and we may be unable to realize the contemplated benefits of ~~any of~~ the ~~foregoing~~U.S. ~~Additionally,~~federal ~~our~~government ~~ability~~could toalso ~~make~~disrupt ~~progress~~global ~~toward~~supply ~~reducing~~chains ~~operating expenses~~ and ~~achieving~~adversely ~~and/or~~affect ~~sustaining~~ our ~~profitability~~operations 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~~Government ~~reduce~~shutdowns ~~costs~~may ~~and~~result ~~achieve~~in ~~and/or~~delays ~~sustain~~in ~~positive~~customs ~~gross margin; our ability to grow revenues and meet operating expense reduction targets~~processing, ~~which~~regulatory ~~may~~approvals ~~be subject to factors beyond our control; timing of capital expenditures;~~ and ~~our~~transportation ~~ability to monetize inventory and manage working capital~~logistics. ~~The~~These ~~other~~disruptions ~~risks~~can ~~described~~lead ~~in this report may also hinder our ability~~ to ~~implement~~increased ~~our~~lead ~~strategic~~times, ~~initiatives.~~higher ~~As a result~~costs, weand ~~cannot~~reduced ~~guarantee~~availability ~~that~~of weingredients ~~will achieve~~ and~~/or~~ ~~sustain~~components ~~our~~sourced ~~profitability and financial performance objectives in the future, whether on our expected timelines, or at all~~internationally.

Our strategic initiatives to optimize 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 and/or sustaining our profitability, cash flow and financial performance objectives.

As demand for plant-based meat products has continued to decline persistently in some of our principal markets over the past three years, we have taken steps and plan to embark on new initiatives to optimize our operations and product portfolio and improve our cost structure, with the objective of building capabilities for long-term growth and profitability. These initiatives have included the restructuring of our debt, discussed elsewhere in this report, to extend its average maturity and bolster our cash position, as well as optimizing the ingredients of our products and adding new distribution channels and new or improved products to our portfolio, including adjacent plant-based products that are not limited to plant-based meat. For example, we introduced Beyond Immerse, a plant-based protein drink, in January 2026 through our direct-to-consumer Beyond Test Kitchen channel. The success of these initiatives is not guaranteed and subject to risks, some of which are outside of control, including unexpected costs or delays in implementing our initiatives, the actions taken by our competitors in response to our initiatives, evolving consumer preferences, consumer perceptions of our brand in response to our initiatives, including to strategic decisions that result in changes to our product portfolio, including the potential discontinuation of certain product lines, the ability to expand relationships with our existing customers or acquire new customers to carry these products in their stores. These initiatives may also result in unintended consequences, such as business disruptions, unanticipated write-down or write-off of excess or obsolete inventories or impairment of our long-lived assets, distraction of management and employees, reduced employee morale or productivity, higher than expected employee attrition, and negative publicity, among others. If we are unsuccessful in realizing the benefits of these initiatives, our results of operations and profitability may be materially and adversely impacted.

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; 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.

Our Global Operations Review, cost structure improvement measures, cost-reduction initiatives, workforce reductions, cessation of our operational activities in China, and the timing and success of reducing operating expenses and achieving and/or sustaining our profitability, cash flow and financial performance objectives are subject to many risks and uncertainties. For example, the charges associated with our recent reductions-in-force may be greater than anticipated, and we may be unable to realize the contemplated benefits or targets of any of the foregoing. Additionally, our ability to make progress toward continuing to reduce our operating expenses and achieving and/or sustaining 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 persistently; our ability to both raise capital and reduce costs and achieve and/or sustain 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 this report may also hinder our ability to implement our strategic initiatives. As a result, we cannot guarantee that we will achieve and/or sustain our profitability, cash flow and financial performance objectives in the future, whether on our expected timelines, or at all.

We may also be subject to additional unexpected costs, negative impacts on our cash flows from operating activities, employee attrition and adverse effects on employee morale and potential failure to meet operational and growth targets due to the loss of employees, any of which may impair our ability to achieve anticipated results from our operations or otherwise adversely affect our business. Additionally, as we are operating our business with fewer employees, we face additional risk that we might not be able to execute on our strategic plans and product roadmap, which may have an adverse effect on our business, financial condition and operating results.

As we continue to identify areas of cost savings and operating efficiencies, we may consider implementing further measures to help streamline operations and improve cost efficiencies, which could result in the contraction of our business and the continued implementation of significant cost cutting measures such as further downsizing and exiting certain operations, including product lines, domestically and/or abroad. Any resource realignment, or decision to limit investment in or dispose of or otherwise exit or discontinue product lines or businesses, may result in loss of significant revenues and investments and/or the recording of charges, such as write-offs, further workforce reduction or restructuring costs, charges relating to consolidation of excess facilities or capacity underutilization, exit of co-manufacturing or other arrangements including risk of commercial disputes and other termination and exit costs, lease exit or other related costs, contract termination charges, or claims from third parties. Underutilization or cessation of our manufacturing facilities could adversely affect our gross margin and other operating results and we may be required to terminate or make penalty payments under certain supply chain arrangements, close or idle facilities, write -down our long-lived assets, or shorten the useful lives and accelerate depreciation of our assets, which would increase our expenses. In addition, our strategic initiatives may not be adequate to support the long-term operations of our business, particularly under adverse circumstances. Furthermore, we may not be successful in implementing these initiatives or realizing our anticipated savings and efficiencies, including as a result of factors beyond our control. For example, we may not be able to build out or occupy the rest of the Campus Headquarters and are considering subleasing, assigning or otherwise transferring the unoccupied space, or negotiating a partial lease termination but may be unable to enter into or negotiate such an agreement or partial termination, which could have an adverse effect on our operating and financial results. An agreement to partially terminate, sublease, assign or otherwise transfer the unoccupied part of the Campus Headquarters would be subject to certain risks and uncertainties. For example, the agreement may not be completed on terms advantageous to us because the rental rate we receive under the agreement may not fully cover the rental rate we pay under the Campus Lease for the same space or our subtenants may fail to make lease payments, which may result in impairment charges for right-of-use assets and prepaid lease costs and could have a negative impact on our financial

18For example, in May 2025, we entered into the Second Amendment to our Campus Lease (the “Second Amendment”), which provided for, among other things, the surrender of approximately 61,556 rentable square feet of the existing premises (the “Surrendered Premises”), continued leasing of approximately 220,519 rentable square feet of the existing premises under the Campus Lease, including parking, payment of a one-time termination fee of $1.0 million, transfer of ownership to certain equipment, construction of modifications to the Surrendered Premises, payment of rent for the Surrendered Premises until at latest December 14, 2025, payment of the difference in base

condition and results of operations. In addition, a partial termination of the lease could result in a penalty payment to exit the lease and non-cash write-off of prepaid lease costs, the amounts of which could be material and which could have a negative impact on our financial condition and results of operations.21

rent and parking charges payable by a new tenant and payment of customary brokers’ fees. In July 2025, we entered into a Sublease Agreement (the “Varda Sublease”) with Varda Space Industries, Inc., which provided for the sublease of approximately 54,749 rentable square feet of our retained premises subject to the Campus Lease. We may not be able to build out or occupy the rest of the Campus Headquarters and are considering consolidating our usage of the space and further surrendering, subleasing, assigning or otherwise transferring some or all of the remaining unoccupied space, or negotiating additional partial lease terminations and/or subleases or other dispositions but may be unable to enter into or negotiate such an agreement or transaction, which could have an adverse effect on our operating and financial results. An agreement to partially terminate, sublease, assign or otherwise transfer the unoccupied part of the Campus Headquarters would be subject to certain risks and uncertainties. For example, the agreement may not be completed on terms advantageous to us because the rental rate we receive under the agreement may not fully cover the rental rate we pay under the Campus Lease for the same space or our subtenants may fail to make lease payments, which may result in impairment charges for right-of-use assets and prepaid lease costs and could have a negative impact on our financial condition and results of operations. In addition, a partial termination of the lease could result in a penalty payment to exit the lease and non-cash write-off of prepaid lease costs, the amounts of which could be material and which could have a negative impact on our financial condition and results of operations.

If we are unable to realize the anticipated savings and efficiencies of our cost-reduction initiatives and related strategic initiatives, our operating and financial results would be adversely affected and could differ materially from our expectations.

If we fail to effectively optimize our manufacturing and production capacity, accurately forecast demand for our products or quickly respond to forecast changes, our business and operating results and our brand reputation could be harmed.

If we do not have sufficient capacity to meet our customers’ demands and to satisfy increased demand, or are not able to streamline and optimize manufacturing capacity for specific products, we will need to expand our operations, supply and manufacturing capabilities. However, there is risk in our ability to effectively scale production processes, optimize manufacturing capacity for specific products and effectively manage our supply chain requirements. We must accurately forecast demand for each of our products and inventory needs in order to ensure we have adequate available manufacturing capacity for each such product and to ensure we are effectively managing our inventory. We must also respond to changing trends in demand by improving our existing products or developing new products, which may require additional investments in our production facilities or procuring the services of new contract manufacturers. Our forecasts are based on multiple assumptions which may cause our estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity (whether our own manufacturing capacity or co-manufacturing capacity), ~~and~~ adequate inventory supply in order to meet the demand for our products or predict the effect of strategic decisions that may result in changes to our product portfolio, including the potential discontinuation of certain product lines, which could prevent us from meeting increased or changing customer or consumer demand and harm our brand and our business and in some cases may result in fines or indemnification obligations we must pay customers or distributors if we are unable to fulfill orders placed by them in a timely manner or at all.

Consumer demand for plant-based meat products has continued to decline in the U.S. and has softened in certain international markets. For example, in 2025 and 2024, our U.S. market and channels were negatively impacted by aongoing ~~continued~~and ~~decrease~~persistent declines in demand in the plant-based meat category and for our products. If consumer demand for plant-based meats continues to decrease, or if any such decrease is further prolonged, and if we are not able to respond adequately to consumer preferences, including by extending our product portfolio to new products that consumers prefer, demand for our products by our customers may also continue to further decrease. Weakness in the plant-based meat category has had a material adverse effect on our business, financial condition and results of operations, and continued or worsening weakness would likely have a similar or greater effect, which would in turn make it difficult to accurately predict and forecast demand.

Furthermore, if we do not accurately align our manufacturing capabilities and inventory supply with demand, if we experience disruptions or delays in our supply chain, or if we cannot obtain raw materials of sufficient quantity ~~and quality at reasonable prices and in a timely manner, our business, financial condition and results of operations may be materially adversely affected.~~

and quality at reasonable prices and in a timely manner, our business, financial condition and results of operations may be materially adversely affected.

We may not be able to utilize our capacity efficiently or accurately plan our capacity requirements, which may adversely affect our gross margin, business and operating results.

If we overestimate our demand and overbuild our capacity or inventory, as we have done in certain periods in the past, we may have significantly underutilized assets. Underutilization of our manufacturing and/or co-manufacturing facilities can adversely affect our gross margin and other operating results. If demand for our products ~~experiences~~continues to experience a prolonged decrease, we may be required to terminate or make penalty payments under certain supply chain arrangements, close or idle facilities, write -down our long-lived assets, write-down or write-off excess or obsolete inventories, or shorten the useful lives and accelerate depreciation of our assets, which would increase our expenses. For example, in 2023 and 2022, lower than anticipated revenues negatively impacted our capacity utilization, which resulted in the Company incurring underutilization fees and termination fees that were required in order to exit certain supply chain arrangements.

If demand continues to decline or does not materialize at the rate forecasted, we may not be able to scale back our manufacturing expenses or overhead costs quickly enough to correspond to the lower than expected demand. This could result in lower margins and adversely impact our business and results of operations. Additionally, if product demand continues to decrease or stays flat or we fail to forecast demand accurately, our results may be adversely impacted due to higher costs resulting from lower manufacturing utilization, causing higher cost of goods sold per pound. Further we may be required to recognize excess or obsolete inventory write-off charges, or excess capacity charges. We routinely monitor and recognize excess or obsolete inventory write-off charges when appropriate, which has negatively impacted our results of operations. For example, in the fourth quarter of 2025, we recorded an incremental provision for excess and obsolete inventory in the amount of $2.4 million as a result of SKU rationalization and the decision to discontinue certain product lines.

19If we are unable to sell our inventory in a timely manner, it could become obsolete, which could require us to write-down or write-off excess or obsolete inventory, which could harm our operating results.

~~adversely~~There ~~impacted~~is ~~due~~a risk that we may be unable to ~~higher~~sell ~~costs~~our ~~resulting~~inventory ~~from~~in ~~lower~~a ~~manufacturing~~timely ~~utilization~~manner to avoid it becoming obsolete. If we are required to substantially discount our inventory or are unable to sell our inventory in a timely manner, ~~causing~~for ~~higher~~example, ~~fixed~~as ~~costs~~a ~~per~~result ~~unit~~of ~~produced.~~strategic ~~Further~~decisions that result in changes to our product portfolio, including the potential discontinuation of certain product lines, we ~~may~~would be required to ~~recognize~~increase ~~excess~~our inventory provision or ~~obsolete~~write-down ~~inventory~~or write-off ~~charges,~~excess or ~~excess~~obsolete ~~capacity~~inventory ~~charges~~and our operating results could be substantially harmed. WeAlternatively, ~~routinely~~we ~~monitor~~may ~~and~~be ~~recognize~~required to mark down certain products to sell any excess inventory or ~~obsolete~~to sell such inventory ~~write-off~~through ~~charges~~liquidation ~~when~~channels ~~appropriate~~at significantly lower prices, which ~~has~~would negatively ~~impacted~~impact our ~~results~~business ofand ~~operations.~~operating results. For example, in ~~2023~~the fourth quarter of 2025, we recorded an incremental provision for excess and obsolete inventory in the amount of $382.04 million ~~primarily~~as ~~arising~~a ~~from~~result ~~our~~of ~~Global~~SKU ~~Operations~~rationalization ~~Review~~and the decision to discontinue certain product lines.

IfFluctuations wein ~~are~~our ~~unable~~results toof ~~sell~~operations for our ~~inventory~~second inand athird ~~timely~~quarters ~~manner,~~may ~~it could become obsolete~~impact, ~~which~~and ~~could~~may ~~require~~have usa todisproportionate ~~write-down~~effect oron ~~write-off~~our ~~obsolete~~overall ~~inventory,~~financial ~~which~~condition ~~could~~and ~~harm~~results ~~our~~of ~~operating results~~operations.

~~There~~Our business is asubject ~~risk~~to ~~that~~seasonal wefluctuations that may behave ~~unable~~a todisproportionate ~~sell~~effect on our ~~inventory~~results inof aoperations. ~~timely~~Generally, ~~manner~~we expect to ~~avoid~~experience itgreater ~~becoming~~demand ~~obsolete.~~for Ifcertain weof ~~are~~our ~~required~~products toduring ~~substantially~~the ~~discount~~U.S. ~~our~~summer ~~inventory~~grilling orseason. ~~are~~In ~~unable~~2025, to2024 ~~sell~~and ~~our~~2023, ~~inventory~~U.S. inretail achannel ~~timely~~net ~~manner~~revenues during the second quarter were 5%, we21% ~~would~~and be10% ~~required~~higher tothan ~~increase~~the ~~our~~first ~~inventory~~quarter, ~~provision~~respectively. orIn ~~write-off~~general, ~~obsolete~~any ~~inventory~~historical ~~and~~effects ~~our~~of ~~operating~~seasonality ~~results~~have ~~could~~been bemore ~~substantially~~pronounced ~~harmed~~within our U.S. ~~Alternatively~~retail channel, wewith ~~may~~revenue becontribution ~~required~~from tothis ~~mark~~channel ~~down~~generally ~~certain~~tending ~~products~~ to ~~sell~~be ~~any~~greater ~~excess~~in ~~inventory~~the orsecond toand ~~sell~~third ~~such~~quarters ~~inventory~~of ~~through~~the ~~liquidation~~year, ~~channels~~driven atby ~~significantly~~increased ~~lower~~levels ~~prices~~of grilling activity, ~~which~~higher ~~would~~levels ~~negatively~~of purchasing by customers ahead of holidays, the impact of customer shelf reset activity and the timing of product restocking by our ~~business~~retail customers. Any factors that harm our second and third quarter operating results., ~~For~~including ~~example,~~disruptions in ~~the~~our ~~years~~supply ~~ended~~chain, ~~December~~adverse ~~31,~~weather ~~2023~~or ~~and~~unfavorable ~~2022~~economic conditions, may have a disproportionate effect on our ~~net~~results ~~revenues~~of ~~were~~operations ~~negatively~~for ~~impacted~~the byentire ~~strategic~~year. ~~promotional~~In ~~discounts~~an ~~and~~environment ~~our~~of ~~gross~~heightened ~~profit~~uncertainty ~~was~~from ~~negatively~~potential ~~impacted~~recessionary byand ~~write~~inflationary pressures, prolonged weakness in the plant-~~down~~based ofmeat ~~inventory~~category, ~~among~~competition and other factors impacting our business, ~~which~~we ~~increased~~are ~~costs~~unable ~~per~~to ~~pound~~assess the ultimate impact on the demand for our products as a result of seasonality.

Any further impairment in the value of our tangible and intangible assets could have a material adverse effect on our business, financial position and operating results.

Our total assets reflect substantial tangible and intangible assets, including property, plant and equipment, right-of-use lease assets and prepaid lease costs, non-current. We perform an asset impairment analysis on an annual basis or whenever events or changes in circumstances indicate that a long-lived asset group may not be recoverable. In the three months ended September 27, 2025, the following triggering events indicated that the carrying amount of the Company’s long-lived assets may not be fully recoverable: (1) lower than expected performance in the three months ended September 27, 2025; (2) a sustained decline in the Company’s stock price, resulting in a decrease in market capitalization; and (3) our determination in the third quarter of 2025 that the ongoing softness in the plant-based meat category is likely to persist longer than previously anticipated. As a result of this assessment, the Company recorded an impairment loss of $51.3 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) related to its long-lived assets in the third quarter of 2025, including (a) $35.8 million for Property, plant and equipment, net, (b) $0.9 million for Operating lease right-of-use assets, and (c) $14.6 million for Prepaid lease costs, non-current. The impairment loss is included in Loss from impairment of long-lived assets in the Company’s consolidated statement of operations for the year ended December 31, 2025. During the fourth quarter of 2025, we completed our annual assessment of our long-lived assets and determined that there were no additional indicators of impairment to the remaining carrying amounts of our long-lived assets. See Note 2, Summary of Significant Accounting Policies—Impairment of Long-Lived Assets, and Note 8, Impairment of Long-Lived Assets, to the Notes to Consolidated Financial Statements included elsewhere in this report for additional information.

Failure to achieve forecasted operating results, due to weakness in the economic environment, demand for our products or other factors, changes in market conditions and declines in our publicly quoted stock price and market capitalization, failure to sublease, assign or otherwise transfer any excess space or negotiate additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters or other facilities on terms advantageous to us or at all, and the cessation of our operational activities in China in 2025, among other things, could result in further impairment of the Company’s long-lived assets, which could be material and may adversely affect our business, financial position and operating results.

Our ability to accurately forecast our future results of operations is subject to many risks and uncertainties and our operating and financial results could differ materially from our expectations.

Our ability to accurately forecast our future results of operations is limited by and dependent on a number of risks and uncertainties, including those described in this report. Our ~~historical~~ revenue growth ~~should not be considered indicative of our future performance. Our revenue growth~~ has declined and could continue to decline or slow for a number of reasons, including but not limited to ~~weak~~ongoing, further weakened demand in the plant-based meat category and for our products, ~~other~~broad macroeconomic ~~factors~~headwinds, ~~such~~including ~~as high~~ inflation, ~~higher~~high interest rates, waning consumer confidence and potential recessionary concerns, ~~reduced~~in ~~consumer~~certain ~~confidence~~geographic ~~and~~regions, adverse changes in ~~consumer~~consumers’ ~~preferences~~perceptions orabout ~~spending~~the ~~and~~health attributes of our products, increased competitive activity ~~from~~in ~~our~~the ~~market~~plant-based ~~competitors~~meat category, and ~~new~~global ~~market~~events ~~entrants~~such as the ongoing war between Russia and Ukraine, the escalating armed conflict in the Middle East involving the United States, Israel and Iran, and their impacts on the surrounding areas and global economy, and tariff-related trade wars. InFor ~~fact~~example, net revenues decreased to $~~326~~275.5 million in ~~the~~2025 ~~year~~from ~~ended~~$326.5 ~~December~~million ~~31,~~in 2024 ~~from~~and $343.4 million in ~~the prior year, representing a 4~~2023.9% ~~decrease.~~ If we are unable to execute our cost-~~down~~reduction initiatives, we may not be able to compete effectively ~~in our market~~ and demand for our products may continue to slow, either of which could continue to adversely affect our revenues and margins. If our assumptions regarding these risks and uncertainties and our future revenue generation are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

From time to time, we may release earnings guidance, financial goals or other forward-looking statements in our earnings releases, earnings conference calls, SEC filings (including this report) or otherwise regarding our future performance that represent our management’s estimates as of the date of the release. Some or all of the assumptions of any future guidance or financial goals that we furnish may not materialize or may vary significantly from actual future results. For example, our ability to make progress toward reducing operating expenses and achieving and/or sustaining 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 and/or sustain positive gross margin; our ability to grow revenues 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 this report may also cause our actual future results to differ.

2024

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 and/or sustain positive gross margin; our ability to grow revenues and meet operating expense reduction targets, which may be subject to factors beyond our control; the timing of capital expenditures; and our ability to monetize inventory and manage working capital. The other risks described in this report may also cause our actual future results to differ.

We estimate market opportunity and forecast market growth that may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Our estimates of market opportunity and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The factors that go into the calculation of our market opportunity are subject to change over time and may be variable or inaccurate and may be affected by increasing competition from our market competitors, consolidation in the plant-based food industry or vertical consolidation of diversified food businesses with existing plant-based food businesses, and new market entrants, which may include companies with substantially greater financial resources than us. Any expansion in our market depends on a number of factors, including the cost and perceived value associated with our products and those of our competitors. Even if the market in which we compete meets the size estimates and growth forecast, our business could fail to grow at the rate we anticipate, if at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

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.

We rely on a limited number of vendors, a portion of whom are located internationally, to supply us with raw materials. In some instances, we purchase raw materials from a ~~single~~limited ~~source~~number of sources and may be at an increased risk for supply disruptions. Our financial performance depends in large part on our ability to arrange for the purchase of raw materials in sufficient quantities at competitive prices. We ~~have~~are ~~entered~~not ~~into~~assured aof ~~multi~~continued supply or pricing of raw materials. For example, we currently do not have long-~~year~~term ~~sales~~supply ~~agreement~~agreements for ~~plant-based~~pea protein ~~with~~or ~~one~~avocado ofoil. ~~our~~Although ~~pea~~we ~~protein~~believe ~~suppliers~~we ~~pursuant~~will able to ~~which~~secure wesupplies ~~are~~of the required toraw ~~purchase~~materials ~~specified~~from ~~minimum~~our ~~monthly~~existing ~~and~~or ~~semi-annual~~new ~~quantities~~suppliers, ~~through~~any ~~the~~of ~~term.~~our ~~Aside~~suppliers ~~from~~could ~~this~~discontinue ~~agreement~~or ~~and~~seek ato ~~few~~alter ~~select~~their ~~others,~~relationship wewith ~~are~~us. ~~not~~Our ~~assured~~suppliers could also go out of ~~continued~~business, ~~supply~~cease to do business with us or ~~pricing~~change ofthe terms, including quantities and prices, on which they supply raw materials., ~~For~~including ~~example~~pea protein, weavocado dooil ~~not~~and ingredients for our flavors, to us. We currently ~~have~~do anot have long-term supply ~~agreement~~agreements ~~for~~with our suppliers of ingredients such as pea protein, avocado oil or the ingredients we use to make flavors for our products. ~~Any~~We ofhave developed our ~~other~~product ~~suppliers~~flavors ~~could~~in ~~discontinue~~collaboration with our supply partners exclusively for us, or ~~seek~~in collaboration with our foodservice partners, and if we are unable to ~~alter~~maintain ~~their~~our ~~relationship~~existing ~~with~~sources of ingredients for our product flavors, we may not be able to find suitable alternatives that meet our specifications in a timely manner, on terms that are suitable to us, or at all. We have in the past experienced interruptions in the supply of pea protein from one supplier that resulted in delays in delivery to us. We could experience similar delays in the future from any of our suppliers. Any disruption in the supply of pea protein or other raw materials, such as avocado oil, may have a material adverse effect on our business if we do not have sufficient stocks on hand or if we cannot replace these suppliers in a timely manner, on commercially reasonable terms, or at all.

In addition, our pea protein suppliers manufacture their products at a limited number of facilities. A natural disaster, severe weather, fire, power interruption, work stoppage or other calamity affecting any of these facilities, or any interruption in their operations, could negatively impact our ability to obtain required quantities of pea protein in a timely manner, at reasonable prices or at all, which could materially reduce our product sales and net revenues, and have a material adverse effect on our business and financial condition.

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, industry demand, including as a result of food safety concerns, product recalls and government regulations.

Events that adversely affect our suppliers of pea protein and other raw materials, such as avocado oil, could impair our ability to obtain raw material inventory in the quantities at competitive prices that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations and/or shortages, strikes or other labor unrest, ability to import raw materials, product quality issues, costs, production, insurance and reputation, as well as local economic and political conditions, restrictive U.S. and foreign governmental actions, such as restrictions on transfers of funds and trade protection measures, including export/import duties and quotas and customs duties and tariffs, adverse fluctuations in foreign currency exchange rates, changes in legal or regulatory requirements, border closures, disease outbreaks or pandemics (such as COVID-19), acts of war, terrorism, natural disasters, fires, earthquakes, flooding, severe weather, agricultural diseases or other catastrophic occurrences. For example, substantially all of our pea protein is sourced from Canada. In February 2025, the United States announced additional tariffs on imports from Canada. Any imposition or increase in tariffs on Canadian imports into the United States could potentially lead to increased costs and potential supply chain disruptions for this ingredient. We continuously seek alternative sources of protein to use in our products, but we may not be successful in diversifying the raw materials we use in our products.25

21Events that adversely affect our suppliers of pea protein and other raw materials, such as avocado oil and ingredients for our flavors, could impair our ability to obtain raw material inventory in the quantities at competitive prices that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations and/or shortages, strikes or other labor unrest, ability to import raw materials, product quality issues, costs, production, insurance and reputation, as well as local economic and political conditions, restrictive U.S. and foreign governmental actions, such as restrictions on transfers of funds and trade protection measures, including export/import duties and quotas and customs duties and tariffs, adverse fluctuations in foreign currency exchange rates, changes in legal or regulatory requirements, border closures, disease outbreaks or pandemics, acts of war, terrorism, natural disasters, fires, earthquakes, flooding, severe weather, agricultural diseases or other catastrophic occurrences. For example, the majority of our pea protein volume is sourced from Canada. In February 2025, the United States announced additional tariffs on imports from Canada. Any imposition or increase in tariffs on Canadian imports into the United States could potentially lead to increased costs and potential supply chain disruptions for this ingredient. We continuously seek alternative sources of protein to use in our products, but we may not be successful in diversifying the raw materials we use in our products.

If we need to replace an existing supplier, there can be no assurance that supplies of raw materials will be available when required on acceptable terms, or at all, or that a new supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards.

In 2023, we began sourcing avocado oil. Avocado oil is a globally sourced ingredient, however, if we are unable to source avocado oil from preferred regions or suppliers, we may need to diversify our sourcing, which may result in adverse impacts on cost, quality or other aspects of our products or business. There are also increasing expectations that companies monitor and address aspects of the environmental, social and geographic provenance of their products, including inputs from their supply chain.

If we are unable to manage our supply chain effectively and ensure that our products are available to meet consumer demand, we may not be able to fulfill customer orders, our operating costs could increase and our profit margins could decrease.

Disruptions to our supply chain could have a material adverse effect on our operating and financial results.

Our ability to make, move and sell products in coordination with our suppliers, co-manufacturers and distributors is critical to our success. Damage or disruption to our collective supply, manufacturing or distribution capabilities resulting from severe weather, fires or evacuations related thereto, natural disasters, including climate-related events, pandemics ~~(such as the COVID-19 pandemic)~~ or other outbreaks of contagious diseases, agricultural diseases, cyber incidents, security breaches, system failures, the implementation of new technologies (including artificial intelligence), terrorism, governmental restrictions or mandates, political instability, trade restrictions, import restrictions, border closures, freight carrier availability, labor shortages, strikes or other labor unrest, the financial or operational instability of key suppliers and carriers, disruptions, repairs or enhancements at facilities manufacturing or delivering our products or other reasons have, in the past, impaired and could, in the future, impair our ability to source inputs or manufacture, sell or timely deliver our products. To the extent we are unable to mitigate the likelihood or potential impact of such events, there could be a material adverse effect on our operating and financial results.

Additionally, there are increasing expectations in various jurisdictions that companies monitor the environmental and social performance of their suppliers, including compliance with a variety of labor practices, as well as ~~consider~~considerations of a wider range of potential environmental and social matters, including the end of life considerations for products. Compliance can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or, in the case of legislation such as the Uyghur Forced Labor Prevention Act, to design supply chains to avoid certain suppliers or regions altogether. Failure to comply with such regulations can result in fines, reputational damage, import ineligibility for certain products or raw materials, or otherwise adversely impact our business.

Inflationary price pressures of raw materials, labor, transportation, fuel or other inputs used by us and our suppliers, including the effects of higher interest rates, has negatively impacted, and could continue to negatively impact, our business and results of operations. 26

~~Our~~Inflationary ~~operating environment has been impacted by inflation and higher interest rates. Increases in the~~ price pressures of raw materials, labor, ~~wages~~transportation, ~~energy~~fuel or other inputs ~~that~~used weby orus ~~our suppliers use in manufacturing~~ and ~~supplying~~our ~~products~~suppliers, ~~along~~including ~~with logistics, transportation, shipping, fuel and other related costs, has led to higher production and shipping costs for our products. Increases in~~ the ~~cost~~effects of ~~inputs~~high tointerest ~~our~~rates, ~~production~~ has ~~led to higher costs for our products in our foodservice and retail channels and has~~ negatively impacted, and ~~may~~could continue to negatively impact ~~our operating results and future profitability. General inflation~~, including rising energy prices, interest rates and wages, currency volatility and monetary, fiscal and policy interventions by national or regional governments in reaction to such events could continue to have negative impacts on our business ~~by increasing our operating costs~~ and ~~our~~results ~~borrowing~~of ~~costs as well as decreasing the capital available for our customers to purchase our products~~operations. Increased borrowing costs faced by our customers could result in decreased demand for our products. The impact of inflation could also continue to reduce consumer confidence and decrease consumer discretionary spending, including spending to purchase our products, and negatively affect trends in consumer purchasing patterns due to changes in consumers’ disposable income, credit

22Our operating environment has been impacted by inflation and high interest rates. Increases in the price of raw materials, labor, wages, energy or other inputs that we or our suppliers use in manufacturing and supplying products, along with logistics, transportation, shipping, fuel and other related costs, has led to higher production and shipping costs for our products. Increases in the cost of inputs to our production has led to higher costs for our products in our foodservice and retail channels and has negatively impacted and may continue to negatively impact our operating results and future profitability. General inflation, including rising energy prices, interest rates and wages, currency volatility and monetary, fiscal and policy interventions by national or regional governments in reaction to such events could continue to have negative impacts on our business by increasing our operating costs and our borrowing costs as well as decreasing the capital available for our customers to purchase our products. Increased borrowing costs faced by our customers could result in decreased demand for our products. The impact of inflation could also continue to reduce consumer confidence and decrease consumer discretionary spending, including spending to purchase our products, and negatively affect trends in consumer purchasing patterns due to changes in consumers’ disposable income, credit availability and debt levels. The impact of inflation and the plant-based meat sector’s premium pricing relative to animal protein have caused and could continue to cause consumers to trade down into cheaper forms of protein, including animal meat, beans and other non-animal meat protein sources.

availability and debt levels. The impact of high inflation and the plant-based meat sector’s premium pricing relative to animal protein have caused and could continue to cause consumers to trade down into cheaper forms of protein, including animal meat, beans and other non-animal meat protein sources.

Our future business, results of operations and financial condition may be adversely affected by reduced or limited availability of plant-based protein or avocado oil that meets our standards.

Our ability to ensure a continuing supply of ingredients at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow certain crops such as European and North American yellow peas, other plant-based proteins and avocados, the vagaries of these farming businesses (including poor harvests impacting the quality of the peas grown), changes in national and world economic conditions, including as a result of ~~COVID-19 or~~ the outbreak or escalation of hostilities or war, tariffs and our ability to forecast our ingredient requirements. The high-quality ingredients used in many of our products are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes, hurricanes and pestilence. Adverse weather conditions and natural disasters can lower crop yields and reduce crop size and quality, which in turn could reduce the available supply of, or increase the price of, quality ingredients. 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, trade wars or the outbreak or escalation of hostilities or war. We also compete with other food producers in the procurement of ingredients, and this competition may increase in the future if consumer demand for plant-based meat products increases. If supplies of quality ingredients are reduced or there is greater demand for such ingredients from us and others, we may not be able to obtain sufficient supply that meets our strict quality standards on favorable terms, or at all, which could impact our ability to supply products and may adversely affect our business, results of operations and financial condition.

We rely on a limited number of distributors, and if we experience the loss of one or more distributors and cannot replace them in a timely manner or successfully expand our distribution footprint to new channels, our results of operations may be adversely affected.

Many retailers and foodservice providers purchase our products through distributors who purchase, store, sell, and deliver our products to retailers and foodservice providers. In ~~each~~2025, of 2024, ~~2023~~ and ~~2022~~2023, DOT accounted for approximately 13%, 12% and 12%, respectively, of our gross revenues. Since these distributors act as intermediaries between us and the retailers and foodservice providers, we do not have short-term or long-term commitments or minimum purchase volumes in our contracts with them that ensure future sales of our products. If we lose one or more of our distributors and cannot replace the distributor in a timely manner or at all, our business, results of operation and financial condition may be materially adversely affected.

If we fail to cost-effectively acquire new customers or retain our existing customers, or if we fail to derive revenue from our existing customers consistent with our historical performance, our business could be materially adversely affected.

Our success, and our ability to increase revenues and operate profitably, depends in part on our ability to cost-effectively acquire new customers, to retain existing customers, and to keep existing customers engaged so that they continue to purchase products from us. We intend to continue efforts to expand our number of retail and foodservice customers, both in the United States and internationally, as part of our long-term growth strategy. This may require us to provide marketing and other financial incentives to our customers to assist in the promotion of our products. Such additional incentives could have a negative impact on gross margin and may not necessarily result in increased sales. In addition, foodservice customers will often initially add certain of our product offerings to their menus at limited locations and/or on a limited test basis, after which time these customers may choose to no longer offer our products or may ultimately scale back subsequent expansions. If we fail to attract and retain new customers, or retain our existing customers—some of whom we do not have written contracts with—our business, financial condition and results of operations could be materially adversely affected. In addition, timing of retail shelf resets are not within our control, and to the extent retail customers change the timing of such events, reduce our in ~~store~~-store displays, are out of stock of our products or are not able to restock our products effectively, sales of our products may be impaired and negatively impact our revenues.

23Further, if customers do not perceive our product offerings to be of sufficient value and quality, or if we fail to offer new and relevant product offerings at a competitive price, we may not be able to attract or retain customers or engage existing customers so that they continue to purchase products from us. We may lose customers to our competitors if they offer superior products to ours or competing products for which there is greater consumer demand, if we are unable to compete on the basis of value and taste, if we are unable to meet customers’ orders in a timely manner, or if we are unable to identify and execute cost-reduction initiatives intended to achieve more competitive pricing over time. The loss of any large customer or the reduction of purchasing levels or the cancellation of business from such customers could have a material adverse impact on our business.

Further, if customers do not perceive our product offerings to be of sufficient value and quality, or if we fail to offer new and relevant product offerings at a competitive price, we may not be able to attract or retain customers or engage existing customers so that they continue to purchase products from us. We may lose customers to our competitors if they offer superior products to ours, if we are unable to compete on the basis of value and taste, if we are unable to meet customers’ orders in a timely manner, or if we are unable to identify and execute cost-down initiatives intended to achieve more competitive pricing over time. The loss of any large customer or the reduction of purchasing levels or the cancellation of business from such customers could have a material adverse impact on our business.

Consolidation of customers or the loss of a significant customer could negatively impact our sales and profitability.

Supermarkets in North America and the European Union have generally consolidated over time. This consolidation has produced larger, more sophisticated organizations with increased negotiating and buying power that are able to resist price increases, as well as operate with lower inventories, decrease the number of brands that they carry and increase their emphasis on private label products, all of which could negatively impact our business. The consolidation of retail customers also increases the risk that a significant adverse impact on their business could have a corresponding material adverse impact on our business. The loss of any large customer, the reduction of purchasing levels or the cancellation of any business from a large customer for an extended length of time could negatively impact our sales and profitability.

Furthermore, as retailers consolidate, they may reduce the number of branded products they offer in order to accommodate private label products and generate more competitive terms from branded suppliers competing for limited retailer shelf space. A retailer may take actions that affect us for reasons that we cannot always anticipate or control, such as their financial condition, changes in their business strategy or operations, the introduction of competing products, pricing and promotions, shelf reset timing and activity, reduced in ~~store~~-store displays, timing of product restocking or the perceived quality of our products. Despite operating in different channels, our retailers sometimes compete for the same consumers as our foodservice channel. Because of actual or perceived conflicts resulting from this competition, retailers may take actions that negatively affect us.

Loss of one or more of our co-manufacturers or our failure to timely identify and establish relationships with new co-manufacturers could harm our business and impede our growth.

A ~~significant~~portion ~~amount~~ of our revenue is derived from products manufactured at manufacturing facilities owned and operated by our co-manufacturers, a portion of which are located internationally. Any of the co-manufacturers with whom we do not have a written contract could seek to alter or terminate its relationship with us at any time, leaving us with periods during which we have limited or no ability to manufacture our products. If we need to add or replace a co-~~manufacturer, there can be no assurance that additional capacity will be available when required on acceptable terms, or at all.~~

If any of our co-manufacturers fail to comply with food safety, environmental, health and safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted and our business and reputation could be harmed. An interruption in, or the loss of operations at, one or more of our co-manufacturing facilities, which may be caused by work stoppages, labor shortages, strikes or other labor unrest, production disruptions, product quality or safety issues, local economic and political conditions, restrictive governmental actions, border closures, disease outbreaks or pandemics (such as COVID-19), the outbreak of hostilities, acts of war, terrorism, fire, earthquakes, severe weather, flooding or other natural disasters at one or more of these facilities, could delay, postpone or reduce production of some of our products, which could have a material adverse effect on our business, results of operations and financial condition until such time as such interruption is resolved or an alternate source of production is secured.28

~~We believe there are a limited number of competent~~manufacturer, high-quality co-manufacturers in the industry that meet our strict quality and control standards, and as we seek to continue to obtain additional or alternative co-manufacturing arrangements in the future, there can be no assurance that wecapacity will be ~~able~~available towhen dorequired so on ~~satisfactory~~acceptable terms, ~~in a timely manner,~~ or at all. ~~The loss of one or more co-manufacturers, any disruption or~~

24If any of our co-manufacturers fail to comply with food safety, environmental, health and safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted and our business and reputation could be harmed. An interruption in, or the loss of operations at, one or more of our co-manufacturing facilities, which may be caused by work stoppages, labor shortages, strikes or other labor unrest, production disruptions, product quality or safety issues, local economic and political conditions, restrictive governmental actions, border closures, disease outbreaks or pandemics, the outbreak or escalation of hostilities, acts of war, terrorism, fire, earthquakes, severe weather, flooding or other natural disasters at one or more of these facilities, could delay, postpone or reduce production of some of our products, which could have a material adverse effect on our business, results of operations and financial condition until such time as such interruption is resolved or an alternate source of production is secured.

We believe there are a limited number of competent, high-quality co-manufacturers in the industry that meet our strict quality and control standards, and as we seek to continue to obtain additional or alternative co-manufacturing arrangements in the future, there can be no assurance that we will be able to do so on satisfactory terms, in a timely manner, or at all. The loss of one or more co-manufacturers, any disruption or delay at a co-manufacturer or any failure to identify and engage co-manufacturers for new products, product extensions and expanded operations, including internationally, could delay, postpone or reduce production of our products, which could have a material adverse effect on our business, results of operations and financial condition.

Any damage or disruption at our domestic or international manufacturing facilities may harm our business.

We have internal manufacturing facilities in the United States, ~~China~~ and the Netherlands to produce our woven proteins and our finished goods. A natural disaster, severe weather, fire, power interruption, work stoppage, labor shortages, strikes or other labor unrest, border closures, restrictive governmental actions, outbreaks of pandemics or contagious diseases ~~(such as COVID-19)~~ or other calamity at any of these facilities would significantly disrupt our ability to deliver our products and operate our business. If any material amount of our machinery or inventory were damaged, we would be unable to meet our contractual obligations or fulfil customer orders and we cannot predict when, if at all, we could replace or repair such machinery, which could materially adversely affect our business, financial condition and operating results.

Our business could be adversely affected by a workplace accident or safety incident.

Our manufacturing processes and related activities could expose us to significant personal injury claims that could subject us to substantial liability. Specifically, our inability to anticipate or preempt potential workplace hazards, create safe working environments or timely adapt to changing requirements around maintaining a safe workplace could result in employee illness, accidents or other safety incidents. A failure to properly train our employees regarding, or respond appropriately and in a timely manner to, any such illness, accident or safety incident could have a material adverse effect on our business, financial condition, results of operation and reputation. While we maintain liability insurance in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate to cover fully all claims and may be subject to self-insured retentions, and we may be forced to bear substantial losses from an accident or safety incident resulting from our manufacturing activities.

WeThe ~~may~~operation, ~~not~~management ~~successfully~~and ~~ramp~~optimization upof ~~operations~~our atproduction ~~our~~facilities ~~internal~~may ~~manufacturing~~require ~~facilities~~more orresources ~~these~~than ~~facilities~~we expect and may not ~~operate~~meet inour ~~accordance~~expectations ~~with~~at ~~our~~a ~~expectations~~reasonable cost, or at all. Moreover, we face competition for employees and may be unable to hire and retain employees at these facilities.

~~Since June 2018~~Opening, ~~we have acquired internal manufacturing facilities by purchase or lease in the United States~~maintaining, ~~China~~operating and ~~the~~optimizing ~~Netherlands. Any substantial delay in bringing these facilities up to full production on~~ our ~~current~~manufacturing ~~schedule may hinder our ability to produce all of the product needed to meet orders and/or achieve our expected financial performance. Opening, maintaining and operating these~~ facilities has required, and will continue to require, additional capital expenditures and the efforts and attention of our management and other personnel, which has and will continue to divert resources from our existing business or operations. These efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the anticipated higher expenses. Additionally, our inability to hire and retain skilled employees at these facilities will severely hamper our expansion plans, product development and manufacturing efforts. The unemployment rate in the Columbia, Missouri market and the Devault, Pennsylvania market were both 2.4% as of December 2024 and labor market conditions remain relatively tight. As a result, we currently rely on temporary workers in addition to full-time employees, and in the future, we may be unable to attract and retain employees with the skills we require, which could impact our ability to expand our operations. Even if our facilities are brought up to full production according to our current schedule, it may not provide us with all of the operational and financial benefits we expect to receive.

Our facilities and the manufacturing equipment we use to produce our products is costly to replace or repair and may require substantial lead-time to do so. For example, our estimate of throughput or our extrusion capacity may be impacted by disruption from extruder lead-in time, calibration, maintenance and unexpected delays. In addition, our ability to procure new extruders may face more lengthy lead times than is typical. We may also not be able to find suitable alternatives with co-manufacturers to replace the output from such equipment on a timely basis and at a reasonable cost. In the future, we may also experience plant shutdowns or 29

25offset the anticipated higher expenses. Additionally, our inability to hire and retain skilled employees at these facilities will severely hamper our product development and manufacturing efforts.

As we continue our efforts to optimize our facilities, we may be required to upgrade, enhance or add to our production capabilities and equipment, our production operations may become increasingly costly, complex and challenging, which could adversely affect our efforts to reduce operating costs. Our efforts to implement changes in production equipment or processes may not be fulfilled according to plan, which may require us to expend more than budgeted. Additionally, our facilities and the manufacturing equipment we use to produce our products is costly to replace or repair and may require substantial lead-time to do so. For example, our estimate of throughput or our extrusion capacity may be impacted by disruption from extruder lead-in time, calibration, maintenance and unexpected delays. In addition, our ability to procure new extruders may face more lengthy lead times than is typical. We may also not be able to find suitable alternatives with co-manufacturers to replace the output from such equipment on a timely basis and at a reasonable cost. In the future, we may also experience plant shutdowns or periods of reduced production because of regulatory issues, equipment failure, delays in raw material deliveries, food safety incidents or other adverse events. Any such disruption or unanticipated event may cause significant interruptions or delays in our production operations and business and could result in the reduction or loss of inventory, which may render us unable to fulfill customer orders in a timely manner, or at all. As part of our cost-reduction initiatives and our goal of reducing operating expenses, we intend to leverage our existing production infrastructure to meet demand for our products. AsThis amay ~~result~~become increasingly challenging if demand for our products increases materially or if we expand our geographic footprint, and if any of our ~~production~~facilities ~~lines~~or equipment are used more extensively than in the past or if maintenance of the facilities and equipment is ~~disrupted,~~not carried out appropriately for the ~~foregoing~~expanded ~~risks~~scope ~~are~~of ~~likely~~such tooperations, bewe ~~exacerbated~~may experience production disruptions, which could further augment the foregoing risks. We have property and business disruption insurance in place for all of our internal manufacturing facilities; however, such insurance coverage may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

We may face difficulties as we expand our operations in other countries, including into those in which we have no prior operating experience.

We intend to continue to ~~expand~~focus on expanding our geographic presence and enter into new markets as part of our long-term growth strategy. To the extent that such geographic expansion eventually requires the establishment of new manufacturing operations in the respective local regions, we could face various challenges. International operations involve a number of risks, including labor shortages, strikes or other labor unrest, border closures, restrictive governmental actions, foreign regulatory compliance, tariffs, taxes and exchange controls, economic downturns, inflation, foreign currency fluctuations, uncertainty in financial markets and banking systems, and political and social instability in the countries in which we operate. Expansion may involve expanding into countries other than those in which we currently operate. It may also involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. In addition, it may be difficult for us to understand and accurately predict taste preferences and purchasing habits of consumers in these new geographic markets. It is costly to establish, develop and maintain international operations and develop and promote our brands in international markets. As we seek to expand our business into other countries, we may encounter regulatory, legal, personnel, technological and other difficulties that increase our expenses and/or delay our ability to become profitable in such countries, which may have a material adverse effect on our business and brand.

Our revenue growth rate has fluctuated in recent periods and may continue to slow or decline in the future.

Since 2022, our revenue growth and revenues have slowed or declined, with periods of negative growth, and may continue to slow or decline further in future periods due to a number of potential factors, including without limitation, macroeconomic issues including inflation and ~~higher~~high interest rates, recessionary concerns, and potential impacts on consumer and customer behavior, and demand levels, increasing competition, market saturation, slowing demand for our offerings, prolonged weakness in the plant-based meat category, increasing regulatory costs and challenges and failure to capitalize on growth opportunities.

Our revenues and earnings may fluctuate as a result of our promotional activities.

We routinely offer sales discounts and promotions through various programs to customers and consumers which may result in reduced margins. These programs include rebates, temporary on-shelf price reductions, off- invoice discounts, retailer advertisements, product coupons and other trade activities. 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 expect that trend to continue, especially as additional plant-based meat product brands continue to enter the marketplace and the competitive landscape continues to evolve, including due to industry consolidation or realignment, and if consumers continue to trade down ~~among~~into ~~proteins~~cheaper informs ~~the~~of ~~context~~protein, ofincluding ~~significant~~animal ~~inflationary~~meat, ~~pressure~~beans and other non-animal protein sources. ~~Moving~~In ~~forward~~response, we expect 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 ~~scale back overall trade spending and~~ continue to build brand awareness and increase consumer trials of our products. Although these actions are intended to build brand awareness and increase consumer trials of our products, they have had and are likely to continue to have a negative impact on our net revenues, gross profit, gross margin and profitability, impacting period-over-period results.

Fluctuations in our results of operations for our second and third quarters may impact, and may have a disproportionate effect on our overall financial condition and results of operations.

Our business is subject to seasonal fluctuations that may have a disproportionate effect on our results of operations. Generally, we expect to experience greater demand for certain of our products during the U.S. summer grilling season. In 2024, 2023 and 2022, U.S. retail channel net revenues during the second quarter were 21%, 10% and 16% higher than the first quarter, respectively. While we expected to continue to see additional seasonality effects in 2024, as compared to 2023, we saw more muted effects from seasonality in the third quarter of 2024 as compared to the prior-year periods and the second quarter of 2024, reflecting, in part, pricing actions in our U.S. retail and foodservice channels. 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. Any factors that harm our second and third quarter operating results, including disruptions in our supply chain, adverse weather or unfavorable economic conditions, may have a disproportionate effect on our results of operations for the entire year. 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.

Historical results are not indicative of future results.

Historical quarter-to-quarter and period-over-period comparisons of our sales and operating results are not necessarily indicative of future quarter-to-quarter and period-over-period results. You should not rely on the results of a single quarter or period as an indication of our annual results or our future performance.

Failure by our transportation providers to deliver our products on time, or at all, could result in lost sales.

We currently rely upon third party transportation providers for asubstantially ~~significant~~all ~~portion~~ of our product shipments. Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, employee strikes, disease outbreaks or pandemics ~~(such as COVID-19)~~ and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our or our customers’ shipping needs, if at all. We also engage in direct-to-consumer sales of certain plant-based products utilizing a third-party e-commerce fulfillment partner. Though our revenues generated through Beyond Test Kitchen orders are currently not material, shipping errors or delays in shipments sent directly to consumers could have an outsized adverse impact on our reputation and brand. We periodically change shipping companies, and we could face logistical difficulties that could adversely affect deliveries. In addition, we could incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those we receive from the third party transportation providers that we currently use, which in turn would increase our costs and thereby adversely affect our operating results.

We have undergone, and may continue to experience, changes to our executive leadership team and senior management, and if we are unable to integrate new members of our executive leadership team or senior management, or if we fail to retain members of our executive leadership team and senior management, our business and operations may be adversely affected.

Our success is substantially dependent on the continued service of certain members of our senior management, including Ethan Brown, our Founder, President and Chief Executive Officer. These executives have been primarily responsible for determining the strategic direction of our business and for executing our long-term growth strategy and are integral to our brand, culture and the reputation we enjoy with suppliers, co-manufacturers, distributors, customers and consumers. The loss of the services of any of these executives could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause the price of our common stock to decline. We do not currently carry key-person life insurance for our senior executives.

27From time to time, there may be changes in our executive leadership team and senior management as a result of the hiring, departure or realignment of key personnel, and such changes may impact our business. Over the last

From time to time, there may be changes in our executive leadership team and senior management as a result of the hiring, departure or realignment of key personnel, and such changes may impact our business. Over the last few years, we have had several changes to our executive leadership team and senior management, including as a result of organizational changes based on cost-reduction initiatives. Any significant leadership change or senior management transition involves inherent risk and any failure to ensure the timely and suitable replacement and a smooth transition could hinder our strategic planning, business execution and future performance. In particular, these or any future leadership transitions may result in a loss of personnel with deep institutional or technical knowledge and changes in business strategy or objectives and have the potential to disrupt our operations and relationships with employees and customers due to added costs, operational inefficiencies, changes in strategy, decreased employee morale and productivity, and increased turnover. If we are unable to successfully integrate new executive leadership team members and senior management, our operations may be adversely affected and we may not be able to achieve our operating objectives.31

few years, we have had several changes to our executive leadership team and senior management, including as a result of organizational changes based on cost-reduction initiatives. Any significant leadership change or senior management transition involves inherent risk and any failure to ensure the timely and suitable replacement and a smooth transition could hinder our strategic planning, business execution and future performance. In particular, these or any future leadership transitions may result in a loss of personnel with deep institutional or technical knowledge and changes in business strategy or objectives and have the potential to disrupt our operations and relationships with employees, customers, suppliers and service providers due to added costs, operational inefficiencies, changes in strategy, decreased employee morale and productivity, and increased turnover. If we are unable to successfully integrate new executive leadership team members and senior management, our operations may be adversely affected and we may not be able to achieve our operating objectives.

If we are unable to attract, train and retain employees or maintain our company culture, we may not be able to grow or successfully operate our business.

Our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and can represent our brand effectively and establish credibility with our business partners, customers and consumers. We believe a critical component of our success has been our company culture and long-standing core values. We have invested substantial time and resources in building our team. If we are unable to hire and retain employees capable of meeting our business needs and expectations, or if we fail to preserve our company culture among ~~a larger number of~~ employees dispersed in various geographic regions, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees or key personnel changes may adversely affect our business, results of operations and financial condition.

In 2023, we reduced our workforce by approximately 65 employees, representing approximately 19% of our global non-production workforce (or approximately 8% of our total global workforce). On February 24, 2025, our board of directors approved a plan to reduce our workforce in North America and the EU by approximately 44 employees, representing approximately 17% of our global non-production workforce (or approximately 6% of our total global workforce). In addition, as part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our ~~current~~ operational activities in China, which ~~are~~ceased ~~estimated~~as toof ~~cease by~~ the end of ~~the second quarter of~~ 2025. As part of this plan, we ~~are~~reduced ~~reducing~~ our workforce in China by approximately 20 employees, representing approximately 95% of our China workforce (or approximately 3% of our total global workforce). On August 6, 2025, management approved a plan to reduce our workforce in North America by approximately 40 employees, representing approximately 5% of our total global workforce. Any similar reductions in force or changes in employment conditions, compensation or workload resulting from our strategic initiatives discussed elsewhere in this report may adversely affect employee morale, our culture and our ability to attract and retain critical employees. They may also negatively impact our ability to pursue new initiatives due to insufficient resources and personnel. We may be unsuccessful in distributing duties and obligations of impacted employees among the remaining employees. We also may not realize the anticipated benefits and cost savings of any reductions in force and may suffer unintended consequences, such as the loss of institutional knowledge, higher than expected employee turnover and significant disruptions in our day-to-day operations. If we are unable to realize the expected operational efficiencies or cost savings from the reductions in force, or if we experience significant adverse consequences as a result, our business, financial conditions and results of operations may be adversely affected. ~~See Note 15, Subsequent Events, to the Notes to Consolidated Financial Statements included elsewhere in this report.~~

Some of our international employees are employed by professional employer organizations.

~~Our~~We ~~human~~contract ~~resources,~~with ~~payroll~~non-U.S. ~~and employee benefits functions are not performed by a~~ professional employer ~~organization~~organizations (each a “PEO”) ~~for~~to ~~employees~~perform inhuman ~~the United States~~resources, ~~although~~payroll weand ~~contract~~employee ~~with~~benefits ~~non-U.S. PEOs to perform the same~~ functions for ~~the~~certain ~~majority of our~~ employees outside the United States. Although we recruit and select our workers, each of these workers is also an employee of record of the relevant non-U.S. PEO. As a result, these workers are compensated through the relevant PEO, are governed by the work policies created by the relevant PEO and receive their annual wage statements and other payroll or labor related reports from the relevant PEO (e.g., T-4s for employees in Canada). This relationship permits management to focus on operations and profitability rather than payroll administration, but this relationship also exposes us to some risks. Among other risks, if any of the non-U.S. PEOs fail to adequately withhold or pay employer taxes or to comply with applicable laws, we may be held liable for such violations notwithstanding any indemnification provisions with the non-U.S.

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~~operations and profitability rather than payroll administration, but this relationship also exposes us to some risks. Among other risks, if any of the non-U.S.~~ PEOs ~~fail to adequately withhold or pay employer taxes or to comply with applicable laws, we may be held liable for such violations notwithstanding any indemnification provisions with the non-U~~.S. ~~PEOs.~~ In certain non-U.S. jurisdictions, the worker may be deemed a direct employee and the potential liability for any non-compliance with applicable laws increases depending on whether a company has an entity or other corporate presence in the country, among other factors set forth under applicable local laws.

Court and administrative proceedings related to matters of employment tax, labor law and other laws applicable to PEO arrangements could distract management from our business and cause us to incur significant expense. If we were held liable for violations by PEOs, such amounts may adversely affect our profitability and could negatively affect our business and results of operations.

We are subject to the Netherlands Works Council Act. If regular or statutory consultation processes with employee representatives such as the Netherlands Works Council fail or are delayed, our business, financial condition and results of operations could be materially harmed.

Our operations in the Netherlands are subject to the Netherlands Works Council Act and we must seek the advice or consent of the Netherlands Works Council prior to implementing a variety of decisions, including restructurings, acquisitions and divestitures. Although we believe that our relations with our employees, employee representatives and the Netherlands Works Council are generally sound, no assurance can be given that we will be able to complete the consultation processes in a timely and favorable way. The impact of future negotiations and consultation processes with employee representatives could have a material impact on our business, financial condition and results of operations. For example, if the Netherlands Works Council renders contrary advice in connection with a matter requiring consultation, but we nonetheless determine to proceed, we must temporarily suspend any action while the Netherlands Works Council determines whether to appeal to the Enterprise Chamber of the Amsterdam Court of Appeal. This appeal process can cause delays and may require us to address any procedural inadequacies identified by the Court in the way we reached our decision and therefore may result in an altered decision by the Company.

An interruption in services provided by third party service providers could adversely affect our business operations.

We depend on a limited number of third party service providers for the performance of several of our business operations, including payroll, ~~and~~ human capital, supply chain optimization, financial reporting and accounting, and certain other management services. If any of these third party providers were to experience significant interruptions in their business operations, terminate their agreements with the Company, or fail to perform the services required under the terms of our contracts with them, our business operations could be materially and adversely affected for an indefinite period of time. There can be no assurance that we would be able to locate alternative providers of such services, or that we could do so at economical rates.

Future acquisitions or investments could disrupt our business and harm our financial condition.

In the future, we may pursue acquisitions or investments that we believe will help us achieve our strategic objectives. We may not be able to find suitable acquisition candidates, and even if we do, we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately achieve our goals or realize the anticipated benefits. The pursuit of acquisitions and any integration process will require significant time and resources and could divert management time and focus from operation of our then-existing business, and we may not be able to manage the process successfully. Any acquisitions we complete could be viewed negatively by investors or our business partners, customers or consumers. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures, including disrupting our ongoing operations and subjecting us to additional liabilities, increasing our expenses, and adversely impacting our business, financial condition and operating results. ~~Moreover~~Certain acquisitions, weto ~~may~~the beextent ~~exposed~~they toresult ~~unknown~~in ~~liabilities~~expansion ~~related~~of toour ~~the~~product ~~acquired~~lines ~~company~~to orproducts ~~product,~~that ~~and~~were ~~the~~not ~~anticipated~~initially ~~benefits~~developed ofby ~~any acquisition~~us, ~~investment~~could oralso ~~business~~dilute ~~relationship~~our ~~may~~brand ~~not~~and beconsumer ~~realized~~loyalty, if, ~~for~~the ~~example,~~products weare ~~fail~~perceived to ~~successfully~~be ~~integrate~~of ~~such~~a ~~acquisition~~lesser ~~into~~quality ~~our~~than ~~company.~~or Todistinct ~~pay~~from ~~for~~the ~~any~~product ~~such~~offerings ~~acquisitions,~~our webrand ~~would~~is ~~have~~associated towith. ~~use cash~~Further, ~~incur~~acquisitions ~~debt,~~in orjurisdictions ~~issue~~in ~~debt or equity securities, each of~~ which ~~may~~we ~~affect~~do ~~our~~not ~~financial~~currently ~~condition~~operate or ~~the~~where ~~value~~we ofhave ~~our~~a ~~common~~limited ~~stock~~presence ~~and~~ could ~~result~~expose inus ~~dilution~~ to ~~our~~new ~~stockholders.~~regulatory Ifrequirements, weincluding ~~incur~~antitrust ~~more~~and ~~debt~~competition, itenvironmental, ~~would~~food ~~result~~safety, inanti-bribery ~~increased~~and ~~fixed~~corruption ~~obligations~~ and ~~could~~import/export ~~also~~laws, ~~subject~~or usother tochallenges, ~~covenants~~such oras ~~other~~language ~~restrictions~~and ~~that~~cultural ~~would~~difference. ~~impede~~Moreover, ~~our~~we ~~ability~~may tobe ~~manage~~exposed ~~our~~to ~~operations.~~unknown ~~Our~~liabilities ~~acquisition~~related ~~strategy~~to ~~could~~the ~~require~~acquired ~~significant~~company ~~management~~or ~~attention~~product, ~~disrupt~~and ~~our~~the ~~business~~anticipated ~~and~~benefits ~~harm~~of ~~our~~any ~~business~~acquisition, ~~financial~~investment ~~condition~~or ~~and~~business ~~results~~relationship ofmay ~~operations.~~not

be realized if, for example, we fail to successfully integrate such acquisition into our company or realize the expected synergies from any acquisition. This could occur, for example, as a result of our inability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; and manage inefficiencies associated with the integration of operations. To pay for any such acquisitions, we would have to use cash, incur debt, or issue debt or equity securities, each of which may affect our financial condition or the value of our common stock and could result in dilution to our stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. Our acquisition strategy could require significant management attention, disrupt our business and harm our business, financial condition and results of operations.

Our business and reputation could be negatively impacted by ESG matters and/or our reporting of such matters.

There is an increased focus from lawmakers, regulators, investors, customers, employees and other stakeholders on corporate ESG practices, including climate change and human capital, and related ESG disclosure requirements. Expectations regarding ESG initiatives and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition or results of operations. In addition, standards for tracking and reporting ESG matters continue to evolve, and our business may be impacted by new laws, regulations or investor criteria in the U.S., Europe and around the world related to ESG. These legal and regulatory requirements, as well as investor expectations related to ESG practices and disclosures are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with.

investor criteria in the U.S., Europe and around the world related to ESG. These legal and regulatory requirements, as well as investor expectations related to ESG practices and disclosures are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with.

While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications or goals, among others) to improve the ESG profile of our company and/or products, such initiatives may be costly and may not have the desired effect. Expectations around the Company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, we may not ultimately be able to complete certain goals or initiatives, either on the timelines originally anticipated or at all, due to technical, cost or other factors, which may be in or out of our control. Many ESG initiatives leverage methodologies, standards and data that are complex and continue to evolve. As with other companies, our approach to such matters also evolves, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder. Moreover, various stakeholders (as well as third party ratings or benchmarks that they may use) have different, and at times conflicting, expectations, which increases the risk that any action may be deemed insufficient or inappropriate by some stakeholders. Any failure to successfully navigate such expectations may result in reputational harm, loss of customers or employees, regulatory or investor engagement, or other adverse impacts on our business. We may be especially subject to scrutiny on such matters given efforts to portray our operations and products as a more sustainable and conscientious alternative to certain competitor products.

Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting, and the assessment of fees by certain states related to certain packaging materials shipped into those states, diligence and disclosure on topics such as climate change, human capital, labor and risk oversight, could also expand the nature, scope and complexity of matters that we are required to control, assess and report. For example, to the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely impact our operations. As another example, various policymakers, including the State of California and the European Union, among others, have adopted (or are considering adopting) requirements for companies to undertake various actions, including disclosures, on climate- or other ESG-related matters. These requirements are not uniform and may not be interpreted or applied uniformly, which may increase the cost and complexity of compliance and any associated risks. Moreover, some policymakers have sought to constrain companies’ consideration of various ESG matters. Such regulatory scrutiny on ESG matters, along with other stakeholder expectations, may enhance any of the risks discussed in this risk factor. If we do not successfully manage and address stakeholder expectations and standards in connection with our ESG initiatives, including any changes in legal requirements or interpretations thereof, our business and reputation could be negatively impacted and our share price and access to/cost of capital could be materially and adversely affected. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

capital could be materially and adversely affected. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

The Company is subject to accounting estimate risks.

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make significant estimates that affect the financial statements. Estimates are made at specific points in time and based on facts, historical experience and various other factors believed to be reasonable under the circumstances at such time. For example, in 2025, we reassessed the useful lives of certain assets resulting from the cessation of our operational activities in China, resulting in accelerated depreciation of $6.4 million, including $5.6 million recorded in cost of goods sold in 2025. See Item 1A, Risk Factors—Risks Related to Our Investments—Our international manufacturing operations have required and may continue to require substantial investments and are subject to numerous risks and uncertainties. The cessation of our operational activities in China in 2025 has resulted and may continue to result in significant accelerated depreciation and impairment charges. In addition, during the first quarter of 2023, we completed a reassessment of the useful lives of our large manufacturing and research and development equipment, and determined that we should increase the estimated useful lives from a range 5 to 10 years to a uniform 10 years. The timing of this reassessment was based on a combination of factors accumulating over time, including historical useful life information and changes in our planned use of the equipment that provided us with updated information that allowed us to make a better estimate of the economic lives of such equipment. This was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. If actual results differ from our judgments and assumptions, then it may have a material, adverse impact on our results of operations and cash flows. This change in accounting estimate decreased depreciation expense for 2023 by $21.0 million, impacting cost of goods sold and research and development expenses by $19.0 million and $2.0 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders for 2023 by $0.33.

This was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. If actual results differ from our judgments and assumptions, then it may have a material, adverse impact on our results of operations and cash flows. This change in accounting estimate decreased

depreciation expense for 2023 by $21.0 million, impacting cost of goods sold and research and development expenses by $19.0 million and $2.0 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders for 2023 by $0.33.

Any changes in estimates, judgments and assumptions used in the preparation of financial statements in accordance with GAAP or any future impairment charges could have a material adverse effect on our business, financial position and operating results.

The preparation of financial statements in accordance with GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities, revenues and expenses. This includes estimates, judgments and assumptions for assessing the recoverability of our assets, pursuant to Financial Accounting Standards Board issued authoritative guidance. If any estimates, judgments or assumptions change in the future, the Company may be required to record additional expenses and/or impairment charges. See “Item 1A, Risk Factors—The Company is subject to accounting estimate risks.”

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under assumptions or conditions that may change in the future. While we believe the assumptions and estimates we make are reasonable, any changes to our assumptions or estimates, or any actual results which differ from our assumptions or estimates, could have a material adverse effect on our financial position and operating results. Improper design and implementation of internal controls related to the estimates could result in misstatement of financial reports.

We perform an asset impairment analysis on an annual basis or whenever events or changes in circumstances indicate that a long-lived asset group may not be recoverable. ~~Failure~~For toexample, ~~achieve~~we ~~forecasted~~reassessed ~~operating~~the ~~results,~~useful ~~due~~lives toof ~~weakness~~our long-lived assets in the ~~economic~~third ~~environment~~quarter orof ~~other~~2025 ~~factors,~~resulting ~~changes~~ in ~~market~~a ~~conditions~~material ~~and~~impairment ~~declines~~charge in ~~our market capitalization,~~ the ~~planned~~third ~~suspension~~quarter of ~~our~~2025. ~~operational~~See ~~activities~~Item ~~in China~~1A, ~~and~~Risk ~~failure~~Factors—Risks Related to ~~negotiate~~Our aBusiness—Any ~~partial~~further ~~lease~~impairment ~~termination~~in ~~or sublease, assign or otherwise transfer~~ the ~~unoccupied~~value ~~space~~ of our ~~Campus~~tangible ~~Headquarters,~~and ~~among~~intangible ~~other~~assets ~~things,~~ could ~~result~~have ina ~~impairment~~material ofadverse ~~our~~effect ~~assets~~on ~~and~~our ~~adversely~~business, ~~affect~~financial ~~our~~position and operating results.

Our results of operations could be materially negatively affected if we cannot successfully keep pace with technological changes impacting the development of our products and implementation of our business needs.35

Failure to achieve forecasted operating results, due to weakness in the economic environment, demand for our products or other factors, changes in market conditions and declines in our publicly quoted stock price and market capitalization, failure to sublease, assign or otherwise transfer any excess space or negotiate additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters or other facilities on terms advantageous to us or at all, among other things, could result in further impairment of our long-lived assets, which could be material and may adversely affect our business, financial position and operating results.

Our results of operations could be materially negatively affected if we cannot successfully keep pace with or are unable to properly manage technological changes impacting the development of our products and implementation of our business needs.

Our success depends on our ability to keep pace with rapid technological changes affecting the development of our products and implementation of our business needs. Emerging technological trends such as artificial intelligence, machine learning and automation are impacting industries and business operations. If we do not sufficiently invest in new technology and industry developments, appropriately implement new technologies or evolve our business at sufficient speed and scale in response to such developments, or if we do not make the right strategic investments to respond to these developments, our products, results of operations and ability to develop and maintain our business could be negatively affected. Our competitors or other third parties may incorporate such technologies into their products and business more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

31The implementation of artificial intelligence technologies by us or our suppliers or other service providers could cause disruption in our business.

Technologies underlying or leveraging artificial intelligence are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to their use. Dependence on artificial intelligence without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by producing inaccurate outcomes, recommendations or other unintended results. Implementing the use of artificial intelligence successfully, ethically and as intended, will require significant resources. Further, the use of artificial intelligence technologies by our distributors, suppliers and other service providers could adversely affect our business relationships if we are unable to adapt to or interact with the resulting changes in logistical or business processes, which may result in product delivery delays or errors in obtaining the supplies we need for our products or delivering our products to customers. In addition, the use of artificial intelligence may increase cybersecurity and data privacy risks, such as inadvertent transmission of proprietary or sensitive information. While new artificial intelligence initiatives, laws and regulations are emerging and evolving, uncertainty remains, and compliance with the evolving regulatory landscape could entail significant costs, negatively affect our business or limit our ability to incorporate certain artificial intelligence capabilities in our business, which could put us at a competitive disadvantage.

Risks Related to Our Products

Food safety and food-borne illness incidents, or the perception of related risks, may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell, or involving our suppliers or co-manufacturers, could result in the discontinuance of sales of these products or our relationships with such suppliers or co-manufacturers, or otherwise result in destruction and write-off of raw materials or product inventory, delayed or lost sales, increased operating costs, regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any judgment against us that is more than our policy limits or not covered by our policies or not subject to insurance would have to be paid from our cash reserves, which would reduce our capital resources. Similarly, the perception of risks related to such incidents, whether actual or not, or related to such claims, whether meritorious or not, could have an adverse effect on our brand and reputation.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributors or our customers, depending on the circumstances, to conduct a recall in accordance with FDA regulations, comparable state laws or foreign laws such as those of the European Union, the United Kingdom and China. Food recalls and other food illness and food safety incidents could result in significant losses due to their costs, the destruction of raw materials or product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability to attract new customers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits.36

reduce our capital resources. Similarly, the perception of risks related to such incidents, whether actual or not, or related to such claims, whether meritorious or not, could have an adverse effect on our brand and reputation.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributors or our customers, depending on the circumstances, to conduct a recall in accordance with FDA regulations, comparable state laws or foreign laws such as those of the European Union, the United Kingdom and China. Food recalls and other food-borne illness and food safety incidents could result in significant losses due to their costs, the destruction of raw materials or product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability to attract new customers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits.

In addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. FDA regulations require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering (i.e., intentional adulteration) designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of intentional adulteration, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition and operating results.

Consumer preferences for our products are difficult to predict and may change, and, if we are unable to respond quickly to new trends and demands, our business may be adversely affected.

Our business is primarily focused on the development, manufacture, marketing and distribution of a line of branded plant-based meat products as alternatives to animal-based protein products. Consumer demand has in the past changed, including ongoing and ~~could~~persistent ~~change~~declines ~~again~~in demand in the ~~future~~plant-based meat category and for our products, and could continue to change based on a number of possible factors, including dietary habits and nutritional values, concerns regarding the health effects of ingredients and shifts in preference for various product attributes. Decreased consumer demand for our products has caused our business and financial condition to suffer, and any further decrease in, or flattening of, such demand would likely have a similar effect. In addition, sales of plant-based meat or meat-alternative products are subject to evolving consumer preferences that we may not be able to accurately predict or respond to. While we continuously continue to innovate, research and develop improvements to our products and new products, including products that are adjacent to our core portfolio of plant-based meats, there is no guarantee that we will be successful in developing and marketing products that effectively respond to changing trends in consumer demand. Consumer trends that we believe favor sales of our products could change based on a number of possible factors, including a shift in preference from plant-based meat to animal-based protein products (including any products produced using new farming methods or technologies which may reduce the adverse environmental and other factors associated with conventional animal-based protein products), increased acceptance for different alternative proteins from those used in our products, changes in preferences for the ingredients used in our products, the effects on consumer demand of our strategic decisions that result in changes to our product portfolio, including the potential discontinuation of certain product lines, economic factors and social trends. We must also be able to respond successfully to technological advances by our competitors (including artificial intelligence, machine learning, and augmented reality, which may become critical in interpreting consumer preferences in the future), and failure to do so could adversely impact our competitive position and operating results. A significant shift in consumer demand away from our products or the plant-based meat category in general, could reduce our sales or our market share and the prestige of our brand, which would harm our business, financial condition and operating results.

32Additionally, lobbyists supporting the meat industry have engaged in marketing campaigns in an attempt to generate negative publicity regarding our products and may continue to do so in the future. Any shift in consumer

plant-based meat to animal-based protein products (including any products produced using new farming methods or technologies which may reduce the adverse environmental and other factors associated with conventional animal-based protein products), increased acceptance for different alternative proteins that are used in our products, economic factors and social trends. A significant shift in consumer demand away from our products or the plant-based meat category in general, could reduce our sales or our market share and the prestige of our brand, which would harm our business and financial condition. In addition, if the Beyond IV platform is not widely accepted, our business, financial condition and operating results could be adversely affected.37

Additionally, lobbyists supporting the meat industry have engaged in marketing campaigns in an attempt to generate negative publicity regarding our products and may continue to do so in the future. Any shift in consumer perception that our products are not healthy as a result of these campaigns could significantly reduce the value of our brand and damage our business. Other types of adverse publicity concerning our business or the plant-based meat industry generally could also harm our brand, reputation and results of operations. The growing use of social and digital media over recent years has amplified the impact of such negative publicity.

Sales of the Beyond Burger contribute a significant portion of our revenue. A reduction in sales of Beyond Burger would have an adverse effect on our financial condition.

The Beyond Burger accounted for approximately 5250%, 5152% and 5051% of our gross revenues in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. The Beyond Burger is our flagship product and has historically been the focal point of our development and marketing efforts, and we believe that sales of the Beyond Burger will continue to constitute a significant portion of our revenues, income and cash flow for the foreseeable future. We announced the fourth generation of our core beef platform, Beyond IV, and ~~rolled~~began rolling out the new Beyond Burger and Beyond Beef in 2024. We cannot be certain that we will be able to continue to expand production and distribution of the Beyond Burger, or that customer demand for our other existing and future products, including the Beyond IV platform, will expand to allow such products to represent a larger percentage of our revenue than they do currently. Accordingly, any factor adversely affecting sales of the Beyond Burger could have a material adverse effect on our business, financial condition and results of operations.

We have in the past, and may in the future, increase the prices of our products; however, consumers may not be willing to pay increased prices for our products or, if we cannot maintain such prices in accordance with our business strategy, our margins may stagnate or decrease.

As part of our efforts to expand our gross margin, we have in the past, and may also in the future, increase the prices of certain or all of our products in order to offset cost increases or improve the profitability of our business. Our ability to maintain prices or effectively implement price increases may be affected by several factors, including competition—from both conventional animal-protein companies and other plant-based meat brands, the effectiveness of our marketing programs, the continuing strength of our brand, market demand for our products or in the plant-based meat category generally and general economic conditions, including broader inflationary pressures. Consumers may be less willing or able to pay a price premium for our products, during challenging economic times or at all, and may choose to purchase lower-priced or other value offerings, making it more difficult for us to maintain prices or effectively implement price increases. In addition, our retail partners and distributors may pressure us to rescind price increases we have announced or already implemented, whether through a change in list price or increased trade and promotional activity. If we cannot maintain or increase prices for our products in accordance with our business strategy or as a result of increasing costs, our margins may be adversely affected. Furthermore, price increases generally cause volume losses, as consumers tend to purchase fewer units at higher price points. If such losses are greater than expected, or if we lose distribution due to price increases, or if we are unable to pass through the increases in the costs (including raw material costs) to our customers, our business, financial condition and results of operations may be materially and adversely affected.

Failure to continually innovate and successfully introduce and commercialize new products or successfully improve existing products may adversely affect our ability to continue 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. 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, and our ability to adapt to changes in technology, including the successful utilization of data analytics, artificial intelligence and machine learning. Our

3338

preferences. For example, in 2024, we announced our fourth generation of our core beef platform, Beyond IV and rolled out the Beyond Burger IV and Beyond Beef IV, followed by the Beyond Sausage IV generation of products, the Beyond Sun Sausage line and Beyond Bakes. In February 2025, we announced an expanded line of Beyond Steak. The success of our innovation and product development efforts, including the Beyond IV platform and the Beyond Sun Sausage and Beyond Steak lines, 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, and our ability to adapt to changes in technology, including the successful utilization of data analytics, artificial intelligence and machine learning. 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 ~~growth,~~ sales and profitability.

Additionally, the development and introduction of new products, such as ~~the~~ Beyond ~~IV platform and Beyond Sun Sausage and Beyond Steak lines~~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. Certain our recently introduced new products, such as Beyond Immerse, are in already 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.

Ingredient and packaging costs are volatile and may rise significantly, which may negatively impact the profitability of our business.

We purchase large quantities of raw materials, including ingredients derived from European and North American yellow peas, sunflower seeds, rice, and faba beans, and avocado oil, canola oil and coconut oil. In addition, we purchase and use significant quantities of cardboard, film and plastic to package our products. Costs of ingredients and packaging are volatile and can fluctuate due to conditions that are difficult to predict, including increased tariffs, global competition for resources, weather conditions, consumer demand and changes in governmental trade and agricultural programs. Volatility in the prices of raw materials and other supplies we purchase could increase our cost of sales and reduce our profitability. Moreover, we may not be able to implement price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes. If we are not successful in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs or if such price increases reduce our sales volumes, then such increases in costs will adversely affect our business, results of operations and financial condition.

Risks Related to Our Industry and Brand

We face intense competition in our market from our competitors, including manufacturers of animal-based meat products and other brands that produce plant-based meat products, and potential competitors and new market entrants and we may lack sufficient financial or other resources to compete successfully.

Our future success depends, in large part, on our ability to implement our long-term growth strategy of expanding supply and distribution, improving placement of our products, attracting new consumers to our brand and introducing new products and product extensions, and expanding into new geographic markets. If we fail to implement this growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful, our sales and operating results will be adversely affected. Our ability to implement this growth strategy depends, among other things, on our ability to:

•successfully implement our cost-reduction initiatives ~~and cost down strategy in the nearer term~~;

•manage relationships with various suppliers, co-manufacturers, distributors, customers and other third parties, and expend time and effort to integrate new suppliers, co-manufacturers, distributors and customers into our fulfillment operations;

•continue to compete in retail and foodservice channels;

•secure placement in the meat case for our products at select retailers;

•build concentrated brand blocks in the frozen section;

•successfully expand our distribution channels, including direct-to-consumer sales of select branded products;

•increase our brand recognition and expand and maintain brand loyalty;

•develop new product lines and extensions; and

•expand into new geographic markets and product categories.

Our ability to implement our long-term growth strategy also depends on our ability to continue to compete in the retail and foodservice channels. We operate in a highly competitive environment. Numerous brands and products compete for limited retailer shelf space, foodservice customers and consumers. In our market, competition is based on, among other things, taste, price and promotion tactics, nutritional profile, ingredients, texture, ease of integration into the consumer diet, low-carbohydrate, low-sugar, low-sodium, high fiber and protein, macronutrient ratios and ingredient differentiation, lack of cholesterol and GMOs, convenience, versatility, brand awareness and loyalty among customers, media spending, product variety and packaging, access to major retailer shelf space and retail locations, including concentrated brand blocks, access to major foodservice outlets and integration into menus, innovation and intellectual property protection.

In response to increased competition, as well as reduced consumer confidence, changes in consumer spending and potential recessionary and inflationary pressures, 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 compete with conventional animal-protein companies such as Cargill, Hormel Foods, JBS, Perdue Foods and Tyson Foods, who may have substantially greater financial and other resources than us and whose animal-based products are well-accepted in the marketplace today. They may also have lower operational costs, and as a result may be able to offer conventional animal meat to customers at lower costs than plant-based meat. This could cause us to lower our prices, resulting in lower profitability or, in the alternative, cause us to lose market share if we fail to lower prices.

We also compete with ~~other~~plant-based ~~food~~meat brands, including brands affiliated with conventional animal-protein companies and other large food operators, ~~that~~such ~~develop and sell plant-based meat products~~as, ~~including, but not limited to,~~ Boca Foods (Kraft Heinz), Lightlife and Field Roast (Maple Leaf Foods), Gardein (Conagra), Hungry Planet, Inc., Impossible Foods Inc., Incogmeato/Morningstar Farms (~~Kellanova~~Mars, Incorporated), Moving Mountains, Omnipork (OmniFoods), Tofurky, Sweet Earth and Awesome Burger (Nestlé S.A.), Raised & Rooted (Tyson Foods), Happy Little Plants (Hormel Foods), Sysco’s Simply Plant-Based Meatless Burger, The Not Company and The Vegetarian Butcher (~~Unilever~~JBS), and with companies which may be more innovative, have more resources and be able to bring new products to market faster and to more quickly exploit and serve niche markets. Additionally, we face competition from companies developing alternative protein sources beyond plant-based offerings. This includes mycelium-based meat alternatives, such as Quorn, Meati and Nature’s Fynd, which leverage fermentation technology to create products with a texture and nutritional profile similar to animal proteins. Furthermore, a number of U.S. and international companies are working on developing lab-grown or “clean meat,” an animal-protein product cultivated from cells taken from animals, which could have a similar appeal to consumers as plant-based meat products. We compete with these competitors for foodservice customers, retailer shelf space and consumers including GOOD Meat (Eat Just, Inc.), Aleph Cuts (Aleph Farms Ltd.) and Wildtype (Wild Type, Inc.).

~~Generally,~~Responding to the ~~food~~ongoing ~~industry~~and ispersistent ~~dominated~~declines byin ~~multinational~~demand ~~corporations~~in ~~with~~the ~~substantially~~plant-based ~~greater~~meat ~~resources~~category and ~~operations~~for ~~than~~our ~~us.~~products, Wehas ~~cannot~~required beand ~~certain~~will ~~that~~continue weto ~~will~~require ~~successfully~~significant ~~compete~~effort ~~with~~and ~~larger~~investment to differentiate our brand and products from those of our competitors. ~~that~~Since 2024, a number of plant-based meat companies have ~~greater~~failed. ~~financial~~Further, ~~sales~~responding ~~and~~to ~~technical~~consumer ~~resources~~trends orand ~~with~~preferences, ~~new~~including ~~competitors~~through product innovations and ~~market~~expanding ~~entrants.~~our ~~Conventional~~product ~~food~~portfolio ~~companies~~to ~~may~~adjacent ~~acquire~~plant-based ~~our~~products, ~~competitors~~such oras ~~launch~~Beyond ~~their~~Immerse, ~~own~~a ~~plant~~protein-based ~~meat~~drink ~~products~~in a highly competitive product category, may require significant investment in rebranding and ~~they~~consumer education, which we may be ~~able~~unable to ~~use~~implement ~~their~~successfully ~~resources~~or to the same extent as our larger, better capitalized competitors, and ~~scale~~may put us in competition with new competitors that are better positioned to ~~respond~~defend their market share, requiring us to ~~competitive~~compete ~~pressures~~on ~~and~~price ~~changes~~or inincrease our marketing spend.

3540

Generally, the food industry is dominated by multinational corporations with substantially greater resources and operations than us. We cannot be certain that we will successfully compete with larger competitors that have greater financial, sales and technical resources or with new competitors and market entrants. Conventional food companies may acquire our competitors or launch their own plant-based meat products, and they may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things. Retailers also market competitive products under their own private labels, which are generally sold at lower prices and compete with some of our products. Similarly, retailers could change the merchandising of our products and we may be unable to retain the placement of our plant-based meat products in meat cases to effectively compete with animal-protein products. In recent years, ongoing, further weakened demand in the plant-based meat category has given rise to industry consolidation or realignment in the competitive landscape. For example, Daring Foods was acquired by V2 Food Pty Ltd in August 2025, Unilever sold its plant-based meat brand (The Vegetarian Butcher) to JBS in September 2025, and Vital Meat was acquired by Gourmey in October 2025. Further industry consolidation or partnerships between large diversified and well-capitalized food companies and our competitors could result in increased competitive pressures or more vertically integrated producers of plant-based meat products that are able to compete more effectively with us. Competitive pressures, new competitors and market entrants or other factors could cause us to lose market share, which may require us to lower prices, increase marketing and advertising expenditures, or increase the use of discounting or promotional campaigns, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

Our brand and reputation may be diminished due to real or perceived quality or health issues with our products, which could have an adverse effect on our business, reputation, operating results and financial condition.

We believe our consumers rely on us to provide them with high-quality plant-based meat products. Therefore, real or perceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, whether or not ultimately based on fact and whether or not involving us (such as incidents involving our competitors), could cause negative publicity and reduced confidence in our company, brand or products, or the industry as a whole, which could in turn harm our reputation and sales, and could materially adversely affect our business, financial condition and operating results. Although we believe we have a rigorous quality control process, there can be no assurance that our products will always comply with the standards set for our products, and although we strive to keep our products free of pathogenic organisms, they may not be easily detected and cross-contamination can occur. There is no assurance that this health risk will always be preempted by our quality control processes.

We have no control over our products once purchased by consumers. Accordingly, consumers may prepare our products in a manner that is inconsistent with our directions or store our products for long periods of time, which may adversely affect the quality and safety of our products. If consumers do not perceive our products to be safe or of high quality, including concerns regarding whether certain of our products are perceived as “ultra-processed” or otherwise contribute to health conditions, then the value of our brand would be diminished, and our business, results of operations and financial condition would be adversely affected.

Any loss of confidence on the part of consumers in the ingredients used in our products or in the safety and quality of our products would be difficult and costly to overcome. Any such adverse effect could be exacerbated by our position in the market as a purveyor of high-quality plant-based meat products and may significantly reduce our brand value. Issues regarding the safety of any of our products, regardless of the cause, may have a substantial and adverse effect on our brand, reputation and operating results.

The growing use of social and digital media by us, our consumers and third parties increases the speed and extent that information or misinformation and opinions can be shared. Negative publicity about us, our brands or our products on social or digital media could seriously damage our brands and reputation. If we do not maintain the favorable perception of our brands, our sales and profits could be negatively impacted.

If we fail to develop and maintain our brand, our business could suffer.

We have developed a strong and trusted brand that has contributed significantly to the success of our business, and we believe our continued success depends on our ability to maintain and grow the value of ~~the~~our ~~Beyond Meat~~ brand. Maintaining, promoting and positioning our brand and reputation will depend on, among other factors, the success of our plant-based product offerings, food safety, quality assurance, marketing and merchandising efforts, the nutritional benefits provided by our products and our ability to provide a consistent, high-quality customer experience. Negative publicity has adversely affected our business in the past, and any widespread negative publicity, regardless of its accuracy, could in the future materially adversely affect our business, results of operation and reputation. Further, extending our product lines beyond plant-based meat may risk the dilution of our brand as a leading plant-based meat company, which could dilute our brand perception among loyal consumers and give our competitors an opportunity to capture market share from us. Brand value is based on perceptions of subjective qualities, and any incident that erodes the loyalty of our customers, suppliers or co-manufacturers, including adverse publicity, negative media or a governmental investigation or litigation, could significantly reduce the value of our brand and significantly damage our business.

Risks Related to Our International Operations

Our international operations could expose us to substantial business, regulatory, political, financial and economic risks.

Our international operations could expose us to substantial risks, such as risks associated with taxation, inflation, food labeling legislation, environmental regulations, foreign currency exchange rates, the labor market, property and financial regulations, public health crises such as the COVID-19 pandemic, and the outbreak or escalation of hostilities or war. Our ability to operate internationally may be adversely affected by changes in, or our failure to comply with, foreign laws and regulations. In addition, we are exposed to risks associated with our international workforce, including with respect to changes in employment and labor laws, which could increase our operating costs. There is also significant uncertainty about the future relationship between the United States and other countries, including China, Canada and Mexico, with respect to trade policies, treaties, government regulations and tariffs.

In February 2025, we made a number of strategic decisions, including the decision to suspend our operational activities in China and reduce our workforce in China by 95%. For additional information, see Part I, Item 1A., Risk Factors—Risks Related to Our Business—Our strategic initiatives to optimize 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 and/or sustaining our profitability, cash flow and financial performance objectives. ~~See also, Note 15, Subsequent Events, to the Notes to Consolidated Financial Statements included elsewhere in this report.~~

Fluctuations in currency exchange rates could negatively impact our earnings.

AWe ~~portion~~are ofexposed ~~our~~to ~~international~~foreign currency risks that arise from normal business isoperations. ~~conducted~~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. ~~dollar~~dollars at period end exchange rates, while revenue and ~~therefore~~expense ~~changes~~accounts are translated at average exchange rates prevailing during the periods being reported. Changes in foreign exchange rates relative to the U.S. dollar have in the past, and may in the future, affect the value of our non-U.S. dollar net assets, revenues and expenses. For example, in ~~2024~~2025, we recorded $611.3 8 million in net realized and unrealized foreign currency transaction ~~losses~~gains due to ~~unfavorable~~favorable changes in foreign currency exchange rates ~~of the Euro and Chinese Yuan~~, as compared to $1(6.13) million in net realized and unrealized foreign currency transaction ~~gains~~losses in 2024 due to ~~favorable~~unfavorable changes in foreign currency exchange rates ~~of the Euro and Chinese Yuan in 2023~~. Although we closely monitor potential exposures as a result of these fluctuations in currencies, ~~and where cost‑justified we adopt strategies that are designed to reduce the impact of these fluctuations on our financial performance,~~ there can be no assurance that we will be successful in managing our foreign exchange risk. Our exposure to currency exchange rate fluctuations will grow if the relative contribution of our operations outside the United States increases. Any material fluctuations in currencies could have a material effect on our financial condition, results of operations and cash flows.

Our international operations are subject to the FCPA and we could be adversely affected by violations of the FCPA and similar worldwide anti-corruption laws.

The FCPA and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making certain improper payments for the purpose of obtaining or retaining business. ~~The~~Expansion ~~continued expansion~~ of our international operations could increase the risk of violations of these laws in the future. There is no assurance that we will be completely effective in ensuring our compliance with the FCPA or any other applicable anti-corruption laws. If we are not in compliance with the FCPA and other anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA or other anti-corruption laws or trade control laws by the United States could also have an adverse impact on our reputation, our business, results of operations and financial condition.

In February 2025, President Trump signed an executive order pausing all future investigations and enforcement actions under the FCPA for at least 180 days until the attorney general issues revised FCPA enforcement guidance. ~~Due~~The toU.S. ~~the~~Department ~~changing~~of ~~nature~~Justice (DOJ) issued new guidelines in June 2025. The new guidelines prioritize the prosecution of cases that the ~~regulatory~~administration ~~environment~~determined protect U.S. national interests, with its focus targeting transnational criminal organizations, harm to the competitiveness of American companies and ~~uncertainty~~eliminating ~~about~~corruption in the defense and critical infrastructure sectors, among others. We do not believe that our business will be materially affected by the new guidelines, but cannot provide any assurance that the guidelines or their enforcement priorities will not be modified by the current or any future administration.

priorities and direction of the U.S. presidential administration, we cannot be certain if or how the Department of Justice’s enforcement of the FCPA will change or impact our business.

Risks Related to Our Investments

Our international manufacturing operations have required and may continue to require substantial investments and are subject to numerous risks and uncertainties. The ~~planned~~cessation ~~suspension~~ of our operational activities in China isin ~~expected~~2025 resulted in significant accelerated depreciation and impairment charges and will continue to result in ~~significant~~ accelerated depreciation and impairment charges in ~~2025~~2026.

Our substantial investment in manufacturing facilities in China and Europe have exposed and may continue to expose us to substantial risks and, as a result, we may not realize a return on our investment. For example, although we invested a significant amount to establish local operations in China, in February 2025, weour ~~made~~board ~~the~~of ~~decision~~directors approved a plan to suspend our operational activities in China, which substantially ceased as of the end of the second quarter of 2025. As such, we have not realized a sufficient return on our investment in China. ~~and~~We ~~expect~~have toincurred ~~incur~~ certain cash and non-cash charges in connection with the ~~planned~~cessation ~~suspension~~ of our operational activities in China in 2025. WeIn ~~expect~~the tofourth ~~incur~~quarter ~~one-time~~of 2025, ~~non-cash~~as ~~charges~~a result of ~~approximately~~management ~~$12.0~~finalizing ~~million~~its decision to ~~$17.0~~cease ~~million~~our operations in China indefinitely, ~~primarily~~we ~~related~~completed toan ~~accelerated~~evaluation ~~depreciation~~of ~~and~~our ~~impairment~~property, ~~charges~~plant and ~~other~~equipment ~~write-downs~~in onChina. ~~certain~~Upon ~~fixed~~valuation of these assets inby ~~China.~~a ~~For~~third ~~additional~~party, ~~details~~assets ~~regarding~~that ~~the~~were ~~planned~~determined ~~suspension~~to ofbe ~~our~~not ~~operational~~salable ~~activities~~were infully ~~China~~depreciated, ~~see~~while ~~Part~~assets I,that ~~Item~~were ~~1A.~~determined ~~Risk~~salable ~~Factors—Risks~~were ~~Related~~recorded toat ~~Our~~estimated ~~Business—Our~~fair ~~strategic~~value, ~~initiatives~~less estimated costs to ~~improve~~sell, in Assets held for sale in our ~~cost~~consolidated ~~structure~~balance ~~could~~sheet ~~have~~as ~~long~~of December 31, 2025, resulting in non-~~term~~cash ~~adverse~~charges ~~effects~~of on$1.5 million ~~our~~in ~~business,~~accelerated depreciation recorded in cost of goods sold and we$3.4 ~~may~~million ~~not~~in ~~realize~~loss on write-down of assets held for sale recorded in operating expenses in the ~~operational~~fourth orquarter ~~financial~~of ~~benefits~~2025. ~~from~~Furthermore, ~~such~~for ~~actions~~the year ending December 31, ~~including~~2026, ~~achieving~~we ~~and/or~~expect ~~sustaining~~to record approximately $2.2 million in accelerated depreciation for our ~~profitability~~remaining ~~and~~leasehold ~~financial~~improvement ~~performance~~assets ~~objectives~~in China unrelated to the assets held for sale noted above.

Unforeseen delays in the ~~suspension~~cessation of our operational activities in China may cause us to incur additional expenses. Operating or otherwise repurposing or disposing of ~~this~~our ~~facility~~facilities in China may require additional capital expenditures and the efforts and attention of our management team and other personnel, which will divert resources from our existing business or operations. In addition, our manufacturing facility in Enschede, the Netherlands may not provide us with all of the operational and financial benefits we expect to receive. These and other risks may result in our not realizing a return on, or losing some or all, of our investments in China and Europe, which could have a material adverse effect on our financial condition and financial performance.

Our ownership of real property is subject to all the risks inherent in an investment in real estate.

We have direct ownership of certain real estate properties. As is the case with any owner of real property, we are subject to potential liabilities, cost and damages arising out of owning, operating, leasing or otherwise having interests in real property. There are risks that a property may have unforeseen environmental or other hazards resulting in unexpected costs. In addition, we may not be able to expand or operate our owned facilities in the manner we desire, which could adversely impact our production and facility utilization.

The divestiture, discontinuation, suspension or ~~suspension~~cessation of businesses and product lines, including the discontinuation of our Beyond Meat Jerky product line, our 2025 SKU rationalization and ~~suspension~~cessation of our operational activities in China, could result in unexpected liabilities and adversely affect our financial condition, cash flows and results of operations.

From time to time, we may divest, discontinue or suspend businesses and product lines that do not align with our strategy or provide the returns that we expect or desire, such as ~~our~~the ~~decision~~discontinuation inof ~~2023 to discontinue~~ the Beyond Meat Jerky product line in 2024 and our SKU rationalization initiative in 2025, which resulted in related charges due to provision for excess and obsolete inventory and accelerated depreciation on certain fixed assets. Similarly, ~~and~~ our decision in February 2025 to suspend and subsequently cease our operational activities in China, ~~which~~resulted ~~is expected to result~~ in certain cash and non-cash charges related to, among other things, severance payments, employee benefits and related costs, as well as accelerated depreciation and impairment charges and other write-downs of certain fixed assets in China. Any decision to dispose of or otherwise exit, discontinue or suspend product lines or businesses, including the foregoing, may result in loss of significant revenues and investments and/or the recording of charges, such as write-offs, further workforce reductions or restructuring costs, charges relating to consolidation of excess facilities or capacity underutilization, lease exit or other related costs, contract termination charges, or claims from third parties. Underutilization or cessation of our manufacturing facilities could adversely affect our gross margin and other operating results and we may be required to terminate or make penalty payments under certain supply chain arrangements, close or idle facilities, write-down our long-lived assets, or shorten the useful lives and accelerate depreciation of our assets, all of which could adversely affect our financial condition and results of operations.

operating results and we may be required to terminate or make penalty payments under certain supply chain arrangements, close or idle facilities, write down our long-lived assets, or shorten the useful lives and accelerate depreciation of our assets, all of which could adversely affect our financial condition and results of operations.

Risks Related to Our Intellectual Property, Information Technology, Cybersecurity and Privacy

We may not be able to protect our proprietary technology adequately, which may impact our commercial success.

Our commercial success depends in part on our ability to protect our intellectual property and proprietary technologies. We rely on a combination of patent protection, where appropriate and available, copyrights, trade secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect our proprietary technology. However, these legal means afford only limited protection and may not adequately protect our proprietary technology or permit us to gain or keep any competitive advantage. As of December 31, ~~2024~~2025, we had four issued patents in the United States, ~~nine~~thirteen issued patents outside the United States (U.K., Canada, China, Chile, Israel (two), Brazil, Japan, Australia (two), Mexico, South Korea and ~~Australia~~Hong Kong), one pending patent application in the United States, ~~five~~and three pending international patent applications ~~and one provisional patent applications~~.

We cannot offer any assurances about which, if any, patents will issue from these applications, the breadth of any such patents, or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or, if applicable in the future, licensed to us could deprive us of rights necessary for the successful commercialization of products that we may develop. Since patent applications in the United States and most other countries are confidential for a period of time after filing (in most cases 18 months after the filing of the priority application), we cannot be certain that we were the first to file on the technologies covered in several of the patent applications related to our technologies or products. Furthermore, a derivation proceeding can be provoked by a third party, or instituted by the U.S. Patent and Trademark Office, to determine who was the first to invent any of the subject matter covered by the patent claims of our applications.

Patent law can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved. In the United States and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent and/or unclear. The U.S. Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. Similarly, international courts and governments have made, and will continue to make, changes in how the patent laws in their respective countries are interpreted. We cannot predict future changes in the interpretation of patent laws by U.S. and international judicial bodies or changes to patent laws that might be enacted into law by U.S. and international legislative bodies.

We may not be able to protect our intellectual property adequately, which may harm the value of our brand.

We believe that our intellectual property has substantial value and has contributed significantly to the success of our business. Our trademarks are valuable assets that reinforce our brand and consumers’ favorable perception of our products. We also rely on unpatented proprietary expertise, recipes and formulations and other trade secrets and copyright protection to develop and maintain our competitive position. Our continued success depends, to a significant degree, upon our ability to protect and preserve our intellectual property, including our trademarks, trade dress, trade secrets and copyrights. We rely on confidentiality agreements and trademark, trade secret and copyright law to protect our intellectual property rights.

Our confidentiality agreements with our employees and certain of our consultants, contract workers, suppliers and independent contractors, including some of our co-manufacturers who use our formulations to manufacture our products, generally require that all information made known to them be kept strictly confidential. Nevertheless, trade secrets are difficult to protect. Although we attempt to protect our trade secrets, our confidentiality agreements may not effectively prevent disclosure of our proprietary information and may not provide an adequate remedy in the event of unauthorized disclosure of such information. If we do not keep our trade secrets confidential, others may produce products with our recipes or formulations. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights against such parties. Further, some of our formulations have been developed by or with our suppliers and co-manufacturers. As a result, we may not be able to prevent others from using similar formulations. We may face additional risks protecting our trade secrets internationally, where the laws may not be as protective of intellectual property rights as those in the United States.

39We cannot guarantee that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. In addition, our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect our trademark rights could prevent us in the future from challenging third parties who use names and logos similar to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of our brand and products. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a material adverse effect on our business, results of operations and financial condition. For example, in 2022 a trademark infringement complaint for injunctive and other relief was filed against the Company. The case proceeded to trial and, on November 24, 2025, the jury returned its verdict finding that the Company was liable for trademark infringement and that the fair use defense did not apply. The jury awarded damages as follows: $23.5 million in actual damages and $15.4 million in disgorgement of the Company’s profits. See Note 12, Commitments and Contingencies—Litigation—Trademark Infringement Litigation, to the Notes to Consolidated Financial Statements included elsewhere in this report.

~~trade secrets confidential~~Additionally, ~~others~~the ~~may~~laws ~~produce~~of ~~products~~certain ~~with~~international ~~our~~jurisdictions ~~recipes~~in orwhich ~~formulations.~~our Inproducts ~~addition, others~~ may ~~independently~~be ~~discover~~sold ~~our~~may ~~trade~~not ~~secrets,~~protect inintellectual ~~which~~property ~~case~~rights ~~we would not be able~~ to ~~assert~~the ~~trade~~same ~~secret~~extent ~~rights~~as ~~against~~the ~~such~~laws ~~parties. Further, some~~ of ~~our~~the ~~formulations~~United ~~have been developed by or with our suppliers and co-manufacturers~~States. As a result, we may not be able to effectively prevent ~~others~~third parties from ~~using~~infringing ~~similar~~or ~~formulations.~~otherwise Asmisappropriating weour ~~begin~~trademark torights ~~expand~~in ~~globally~~such asjurisdictions. ~~part~~Moreover, offailure ~~our~~to ~~long-term~~obtain ~~growth~~adequate ~~strategy,~~trademark werights ~~may~~in ~~face~~these ~~additional~~foreign ~~risks~~jurisdictions ~~protecting~~could ~~our~~negatively ~~trade~~impact ~~secrets~~our ~~internationally,~~ability ~~where~~to ~~the~~expand ~~laws~~our ~~may~~business ~~not~~and belaunch asproducts ~~protective~~in ofcertain ~~intellectual~~international ~~property~~markets. ~~rights~~Further, aswe ~~those~~may innot ~~the United States.~~

We cannot guarantee that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. In addition, our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect our trademark rights could prevent us in the future from challenging third parties who use names and logos similar to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of our brand and products. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a material adverse effect on our business, results of operations and financial condition.45

~~Additionally, the laws of certain international jurisdictions in which our products may~~ be ~~sold may not protect intellectual property rights to the same extent as the laws of the United States. As a result, we may not be~~ able to effectively prevent third parties from infringing or otherwise misappropriating our trademark rights in such jurisdictions. Moreover, failure to obtain adequate trademark rights in these foreign jurisdictions could negatively impact our ability to expand our business and launch products in certain international markets. Further, we may not be able to effectively protect our intellectual property rights against unauthorized third parties that obtain the rights to our trademarks in foreign jurisdictions where we have not yet applied for trademark protections, and we may expend substantial cost to obtain those trademarks from such third parties. Any one of these occurrences could reduce our competitive position or otherwise have a material adverse effect on our business, results of operations and financial condition.

We rely on information technology systems, and any inadequacy, failure, interruption or security breaches of those systems, including those of third parties upon which we rely, may harm our ability to effectively operate our business.

We and the third parties upon which we rely are dependent on various information technology systems, including, but not limited to, networks, applications and outsourced services in connection with the operation of our business. A failure of our information technology systems to perform as we anticipate could disrupt our business and result in transaction errors, processing inefficiencies and loss of sales, causing our business to suffer. In addition, our information technology systems, and those of the third parties upon which we rely, may be vulnerable to damage or interruption from circumstances beyond our control, including cyber -attacks, fire, severe weather, natural disasters, systems failures, viruses and security breaches, particularly in light of many of our employees working remotely. Any such damage or interruption could materially disrupt our systems and operations, supply chain and ability to produce, sell and distribute our products and may have a material adverse effect on our business.

A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business, our reputation and our relationships with customers.

We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers, co-manufacturers, distributors, customers and consumers. Such uses give rise to cybersecurity risks, including security breaches, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers’ and suppliers’ information, private information about employees and financial and strategic information about us and our business partners. Further, as we pursue new initiatives that improve our operations and cost structure, potentially including acquisitions, we may also expand and improve our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with new initiatives or acquisitions, we may become increasingly vulnerable to such risks.

40Breaches of our data systems, or those of our vendors and other third parties on which we rely, whether from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, vendor software supply chain compromises, physical breaches or other actions, could result in material interruptions or malfunctions in our or such third parties’ websites, applications or data processing, or the disruption of other business operations. A successful cyber-attack against any of our supply chain vendors’ information technology systems may disrupt our supply chain. In April 2023, one of our temperature-controlled warehousing vendors received evidence that its computer network was affected by a cybersecurity incident, which negatively impacted our net sales and resulted in our recovery of $2.0 million in business interruption insurance in the third quarter of 2024. Also, in November 2024, we were informed of a ransomware cybersecurity incident experienced by a co-manufacturer. We do not believe this incident materially affected our business or financial results. These and similar disruptions of our supply chain could result in material adverse impacts on our revenue, business, financial condition or results of operations, including affecting customer demand, orders that may not materialize due to delayed deliveries and subsequent lost sales that we may not be able to recover in full, or at all.

~~and transmission of numerous classes of sensitive and/or confidential information and intellectual property~~Additionally, ~~including~~the ~~customers’~~rapid ~~and~~evolution ~~suppliers’ information, private information about employees~~ and ~~financial~~increased ~~and~~adoption ~~strategic~~of ~~information~~artificial ~~about~~intelligence ustechnologies ~~and~~increases our ~~business~~cybersecurity ~~partners. Further~~risks, ~~as we pursue new initiatives that improve our operations and cost structure, potentially~~ including ~~acquisitions,~~generative weartificial ~~may~~intelligence ~~also~~augmenting ~~expand~~threat ~~and~~actors’ ~~improve our information technologies, resulting in a larger~~ technological ~~presence~~sophistication ~~and corresponding exposure~~ to ~~cybersecurity~~enhance ~~risk.~~existing Ifor ~~we fail~~ to ~~assess~~create ~~and identify cybersecurity risks associated with~~ new ~~initiatives~~malware. orWhile ~~acquisitions,~~ we ~~may~~have ~~become~~implemented ~~increasingly~~measures ~~vulnerable~~ to ~~such~~prevent ~~risks.~~security breaches

Breaches of our data systems, or those of our vendors and other third parties on which we rely, whether from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, vendor software supply chain compromises, physical breaches or other actions, could result in material interruptions or malfunctions in our or such third parties’ websites, applications or data processing, or the disruption of other business operations. A successful cyber-attack against any of our supply chain vendors’ information technology systems may disrupt our supply chain. In April 2023, one of our temperature-controlled warehousing vendors received evidence that its computer network was affected by a cybersecurity incident, which negatively impacted our net sales and resulted in our recovery of $2.0 million in business interruption insurance in the third quarter of 2024. Also, in November 2024, we were informed of a ransomware cybersecurity incident experienced by a co-manufacturer. We do not believe this incident materially affected our business or financial results. These and similar disruptions of our supply chain could result in material adverse impacts on our revenue, business, financial condition or results of operations, including affecting customer demand, orders that may not materialize due to delayed deliveries and subsequent lost sales that we may not be able to recover in full, or at all. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Currently, we carry cybersecurity insurance and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system disruptions. We cannot be certain that such potential losses will not exceed our policy limits, insurance will continue to be available to us on economically reasonable terms, or at all, or any insurer will not deny coverage as to any future claim. In addition, we may be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements.46

and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Currently, we carry cybersecurity insurance and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system disruptions. We cannot be certain that such potential losses will not exceed our policy limits, insurance will continue to be available to us on economically reasonable terms, or at all, or any insurer will not deny coverage as to any future claim. In addition, we may be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements.

Additionally, the SEC has adopted rules on Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure which require public companies to report information relating to certain cyber-attacks or other information security breaches in disclosures required to be made under the federal securities laws. Our compliance with these rules may increase our costs of doing business, expose us to potential compliance risk, including the ability to make timely disclosures to the public, and impact the manner in which we operate. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our business, could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, we are subject to laws, rules, regulations, and ~~regulations~~contractual obligations in the United States, the European Union, China and other jurisdictions relating to the collection, use and security of personal information and data. ~~Such~~For example, our operations are subject to the European Union’s General Data Protection Regulation, which imposes data privacy ~~laws~~and security requirements on companies doing business in the European Union, ~~regulations~~including substantial penalties for non-compliance. The California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020, imposes similar requirements on companies handling data of California residents and, ~~other~~in ~~obligations~~some ~~may~~cases, ~~require~~creates usa new and potentially severe statutory damages framework for (i) violations of the CCPA and (ii) businesses that fail to ~~change~~implement ~~our~~reasonable ~~business~~security procedures and practices to prevent data breaches. The California Privacy Rights Act, which became effective January 1, 2023, amends and ~~may~~expands ~~negatively~~the ~~impact~~CCPA, ~~our~~including ~~ability~~by toexpanding ~~expand~~consumer’s ~~our~~rights ~~business~~in their personal information and ~~pursue~~creating ~~business~~a ~~opportunities.~~new Wegovernmental ~~may~~agency ~~incur~~to ~~significant~~interpret ~~expenses~~and enforce the statute. California also continues to ~~comply~~update ~~with~~the regulations enforcing the ~~laws~~CCPA. Further, ~~regulations~~a ~~and~~number of other ~~obligations~~U.S. ~~that~~states ~~apply~~have enacted and begun to usenforce additional comprehensive privacy laws and several others are considering enacting similar frameworks. Additionally, in August 2021, the National People’s Congress of the People's Republic of China adopted the Personal Information Protection Law, which became effective on November 1, 2021 and provides a comprehensive system for the protection of personal information in China. Privacy and data protection-related laws and regulations also may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction.

41Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation and adversely affect our business. Additionally, the privacy and data protection-related laws, rules and regulations applicable to us are subject to significant change. Several jurisdictions have passed new laws and regulations in this area, and other jurisdictions are considering imposing additional restrictions. Such data privacy laws, regulations and other obligations may require us to change our business practices and may negatively impact our ability to expand our business and pursue business opportunities. We may incur significant expenses to comply with the laws, regulations and other obligations that apply to us.

~~privacy~~There ~~and~~also ~~data protection-related laws, rules and regulations applicable to us~~ are ~~subject~~a tonumber ~~significant~~of ~~change.~~other ~~Several~~federal, ~~jurisdictions have passed new laws and regulations in this area~~state, and ~~other~~international ~~jurisdictions~~legal ~~are~~frameworks ~~considering~~that ~~imposing~~bear ~~additional~~on ~~restrictions. For example, our operations are subject to~~ the ~~European~~collection ~~Union’s General Data Protection Regulation~~use, ~~which~~dissemination ~~imposes data privacy~~ and security ~~requirements~~of ~~on companies doing business in the European Union, including substantial penalties for non-compliance~~data. ~~The~~In ~~California Consumer Privacy Act (~~the ~~“CCPA”),~~United ~~which went into effect on January 1~~States, ~~2020, imposes similar requirements on companies handling data of California residents and creates a new and potentially severe statutory damages framework for (i) violations of~~ the ~~CCPA~~Federal ~~and~~Trade ~~(ii)~~Commission ~~businesses that fail to implement reasonable security procedures~~ and ~~practices~~many tostate ~~prevent~~attorneys ~~data~~general ~~breaches.~~interpret ~~The~~federal ~~California Privacy Rights Act, which became effective January 1, 2023, amends~~ and ~~expands~~state ~~the CCPA, including by expanding~~ consumer’s ~~rights~~protection inlaws ~~their personal information and creating a new governmental agency~~ to ~~interpret~~impose ~~and~~standards ~~enforce~~for the ~~statute.~~online ~~Additionally~~collection, ~~in August 2021~~use, ~~the~~dissemination ~~National~~and ~~People’s~~security ~~Congress~~ of ~~the People's Republic of China adopted the Personal Information Protection Law~~data, ~~which became effective on November 1, 2021~~ and ~~provides~~there aare ~~comprehensive~~federal ~~system for the protection of personal information in China. Privacy~~ and ~~data~~state ~~protection-related~~wiretap laws ~~and~~that ~~regulations also~~ may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation and adversely affect our business.

relevant to data collection and sharing. We have dedicated resources to complying with these frameworks, but these efforts may not be sufficient to prevent claims in the future related to tracking technologies, for example. In addition, the U.S. Department of Justice ( “DOJ”) final rule implementing Executive Order 14117 (“Preventing Access to American’s Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern”) has taken effect, and it prohibits or restricts certain transactions involving access by “countries of concern” or “covered persons” to “government-related data” or “bulk U.S. sensitive personal data.” The final rule imposes certain diligence, security, and audit record-keeping obligations, among other requirements.

Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital

If ~~the build out of our Campus Headquarters is delayed or incurs cost overruns, does not operate in accordance with our expectations, or if~~ we are unable to build out or occupy the rest of the Campus Headquarters and cannot negotiate a partial lease termination, or sublease, assign or otherwise transfer the unoccupied space on terms favorable to us or at all, which may result in penalty payments, impairment charges and/or write-offs, our business or financial condition or results of operations may be adversely affected.

In 2021, we entered into a lease agreement for an initial term of 12 years to develop and house our Campus Headquarters. ~~The~~In ~~Campus~~May ~~Headquarters is being built out by the Landlord~~2025, ~~who~~we ~~delivered~~entered ~~Phase~~into ~~1-A of~~ the ~~Campus~~Second ~~Headquarters~~Amendment, towhich usprovided in the third quarter of 2022 and Phase 1-B of the Campus Headquarters to us in the second quarter of 2023. We currently do not have firm timing on the delivery of the rest of the Campus Headquarters. If we cannot complete development of the Campus Headquarters for, ~~any~~among ~~reason~~other ~~or within the approved budget~~things, ~~or if there are significant cost overruns and/or delays in~~ the ~~development~~surrender of the ~~Campus~~Surrendered ~~Headquarters~~Premises, ~~our~~continued ~~cash~~leasing ~~flows, financial condition, or results~~ of ~~operations~~approximately ~~could be materially and adversely affected. In addition~~220,519 werentable ~~may~~square ~~not~~feet beof ~~able~~existing topremises ~~build~~under ~~out or occupy~~ the ~~rest of the~~ Campus ~~Headquarters and are considering subleasing~~Lease, ~~assigning~~including ~~or otherwise transferring the unoccupied space~~parking, orpayment ~~negotiating~~of a ~~partial~~one-time ~~lease~~ termination ~~but~~fee ~~may~~of ~~be unable to enter into or negotiate such an agreement or partial termination, which could have an adverse effect on our operating and financial results~~$1. ~~An agreement to partially terminate~~0 million, ~~sublease, assign or otherwise~~ transfer ~~the unoccupied part~~ of ~~the~~ownership ~~Campus Headquarters would be subject~~ to certain ~~risks and uncertainties. For example~~equipment, ~~the~~construction ~~agreement~~of ~~may~~modifications ~~not be completed on terms advantageous~~ to ~~us because~~ the ~~rental~~Surrendered ~~rate~~Premises, wepayment ~~receive~~of ~~under~~rent ~~the agreement may not fully cover the rental rate we pay under the Campus Lease~~ for the ~~same~~surrendered ~~space~~Premises oruntil ~~our~~at ~~subtenants~~latest ~~may~~December ~~fail~~14, ~~to make lease payments~~2025, ~~which~~payment ~~may~~of ~~result~~the difference in ~~impairment~~base ~~charges~~rent ~~for right-of-use assets~~ and ~~prepaid~~parking ~~lease~~charges ~~costs~~payable ~~and~~by ~~could have~~ a ~~negative~~new ~~impact~~tenant ~~on our financial condition~~ and ~~results~~payment of ~~operations.~~customary Inbrokers’ ~~addition,~~fees ~~a partial termination~~ of ~~the~~$479,544. ~~lease~~And ~~could result~~ in aJuly ~~penalty~~2025, ~~payment~~we toentered ~~exit~~into the ~~lease~~Varda ~~and~~Sublease, ~~non-cash~~which ~~write-off~~provided offor ~~prepaid lease costs,~~ the ~~amounts~~sublease of ~~which~~approximately ~~could~~54,749 berentable ~~material~~square ~~and~~feet ~~which~~of ~~could have a negative impact on~~ our ~~financial~~retained ~~condition~~premises ~~and~~subject ~~results~~to ofthe ~~operations~~Campus Lease.

InWe ~~addition,~~may not be able to build out or occupy the ~~period~~rest inof ~~which~~the Campus Headquarters and are considering consolidating our usage of the ~~improvement~~space ~~allowance~~and ~~was~~further ~~available~~surrendering, subleasing, assigning or otherwise transferring some or all of the remaining unoccupied space, or negotiating additional partial lease terminations and/or subleases or other dispositions but may be unable to usenter into or negotiate such an agreement or transaction, which could have an adverse effect on our operating and financial results. An agreement to ~~fund~~partially terminate, sublease, assign or otherwise transfer the ~~build~~unoccupied ~~out~~part of the Campus Headquarters ~~ended~~would onbe ~~September~~subject ~~30,~~to ~~2024~~certain ~~under~~risks and uncertainties. For example, the ~~Campus~~agreement ~~Lease.~~may ~~Our~~not ~~inability~~be completed on terms advantageous to ~~use~~us because the ~~improvement~~rental ~~allowance~~rate towe ~~build~~receive ~~out~~under the ~~rest~~agreement ofmay not fully cover the rental rate we pay under the Campus ~~Headquarters~~Lease for the same space or our subtenants may ~~limit~~fail usto ~~from~~make ~~further~~lease ~~developing~~payments, which may result in impairment charges for right-of-use assets and ~~occupying,~~prepaid orlease ~~subleasing,~~costs ~~assigning~~and could have a negative impact on our financial condition and results of operations. In addition, ora ~~otherwise~~partial ~~transferring~~termination of the ~~rest~~lease ofcould result in a penalty payment to exit the ~~Campus~~lease ~~Headquarters.~~and ~~Further~~non-cash write-off of prepaid lease costs, ~~there~~the amounts of which could be ~~unanticipated~~material ~~difficulties~~and inwhich ~~initiating~~could ~~and~~have ~~maintaining~~a ~~operations~~negative atimpact ~~the~~on ~~Campus~~our financial condition and results of operations.

42Under the terms of the Third Amendment to Lease entered into in July 2025, in exchange for a release of certain claims, the Landlord agreed to provide to the Company a rent credit of up to $700,000 for certain tenant improvements, a tenant improvement allowance of up to $150,000 to construct certain improvements, and an extension to the end of the initial term of the Campus Lease for a Landlord-approved subtenant, assignee or transferee to use the tenant improvement allowance to construct improvements for its intended use. The inability of a subtenant, assignee, or transferee to use the tenant improvement allowance to construct improvements may limit us from subleasing, assigning, or otherwise transferring the rest of the unoccupied portion of the Campus Headquarters. Further, there could be unanticipated difficulties in initiating and maintaining operations at the Campus Headquarters, including, but not limited to, IT system interruptions, other infrastructure support problems or the Campus Headquarters may prove less conducive to our operations than currently anticipated. These risks could all result in operational inefficiencies or similar difficulties that could prove difficult or impossible to remedy and could have an adverse impact on our financial condition and results of operations.

~~Headquarters,~~In ~~including,~~the ~~but~~fourth ~~not~~quarter ~~limited~~of to2025, ITwe ~~system~~entered ~~interruptions,~~into ~~other infrastructure support problems or~~ the ~~Campus~~Fourth ~~Headquarters~~Amendment ~~may prove less conducive~~ to ~~our~~Lease ~~operations~~with ~~than~~the ~~currently~~Landlord, ~~anticipated.~~pursuant ~~These~~to ~~risks~~which, ~~could~~among ~~all~~other ~~result~~things, inthe ~~operational~~parties ~~inefficiencies~~agreed ~~or similar difficulties that could prove difficult or impossible~~ to ~~remedy~~amend ~~and~~the ~~could~~schedule ~~have~~for anreducing ~~adverse~~the ~~impact~~letter onof ~~our~~credit ~~financial~~deposit ~~condition~~under ~~and~~the ~~results~~Campus ~~of operations~~Lease.

We currently have, and will continue to have, significant lease obligations, and our failure to meet those obligations could adversely affect our financial condition and business.

We currently have, and will continue to have, significant lease obligations for our corporate offices, including our Campus Headquarters, manufacturing facilities, research and development facilities and warehouses. We depend on cash flows from operating activities to pay our lease expenses.

If our business does not generate sufficient cash flows from operating activities to fund these expenses, we may not be able to meet our lease obligations, which could have a material adverse effect on our financial condition and business. Furthermore, the significant cash flow required to satisfy our financial obligations under the leases could limit our ability to incur indebtedness and make capital expenditures or other investments in our business. The timing and success of surrendering, subleasing, assigning or otherwise transferring, developing or repurposing the remaining used or excess leased space or negotiating additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters on terms advantageous to us or at all, including any potential additional impairment charges that may result, may adversely affect our business, financial condition and results of operations.

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 ~~the~~our ~~Notes~~outstanding indebtedness.

As of December 31, ~~2024~~2025, we had ~~approximately~~long-term debt of $1415.37 ~~billion~~million, net of ~~consolidated~~debt ~~indebtedness~~discount, which includes the issuance date principal amounts plus the undiscounted future cash flows of our 2030 Notes using the payment-in-kind (“PIK”) interest election, including any amounts contingently payable that we recognized on the completion of the Exchange Offer in October 2025, as discussed below. On May 7, 2025, we, as the borrower, entered into a Loan and Security Agreement (as amended, the “Loan and Security Agreement”) with Unprocessed Foods, LLC, an affiliate of the Ahimsa Foundation, as a lender (“Unprocessed Foods”), the other ~~liabilities.~~lenders Weparty ~~may~~thereto ~~also~~(together ~~incur~~with ~~additional~~Unprocessed ~~indebtedness~~Foods, tothe ~~meet~~“Lenders”) ~~future~~and ~~financing~~certain ~~needs.~~of ~~Our~~our ~~indebtedness~~subsidiaries, ~~could~~as ~~have~~guarantors, ~~significant~~pursuant ~~negative~~to ~~consequences~~which the Lenders agreed to provide for ~~our~~a ~~security~~senior ~~holders~~secured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and the loans thereunder, the “Delayed Draw Term Loans”) in an aggregate principal amount of up to $100.0 million. On June 26, 2025 and September 18, 2025, at our ~~business~~request, ~~results~~Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of ~~operations~~$40.0 million and ~~financial~~$60.0 ~~condition~~million, byrespectively. For additional information, ~~among~~see ~~other~~Item ~~things:~~7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity—Loan and Security Agreement; Warrant Agreement included elsewhere in this report.

Furthermore, in October 2025, we completed the Exchange Offer, pursuant to which $1,120,541,000 in aggregate principal amount of the 2027 Notes were validly tendered and accepted for exchange and subsequently canceled, in a transaction that was considered to be a troubled debt restructuring in accordance with U.S. GAAP, as further discussed in Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. We issued (i) $209,721,000 in aggregate principal amount of 2030 Notes and (ii) 317,834,446 new shares of our common stock in exchange for the tendered 2027 Notes. As of December 31, 2025, $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding. For additional information, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity—Convertible Notes and Exchange Offer included elsewhere in this report.

We may, subject to the covenants in the agreements governing certain of our indebtedness, choose to incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

•increasing our vulnerability to adverse economic and industry conditions;

•limiting our ability to obtain additional equity and/or debt financing;

•requiring the dedication of a substantial portion of our cash flows from operating activities to service our indebtedness, which will reduce the amount of cash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our business;

•diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion or exchange of the outstanding 2027 Notes and 2030 Notes (including any 2030 Notes issued as payment-in-kind interest on such 2030 Notes), including without limitation, upon the conversion of the 2030 Notes (in addition to issuances of common stock resulting from certain provisions relating to the payment of interest in the form of common stock as well as certain mandatory conversions and equitizations and make-whole payments), or upon exercise of the Warrants under the Warrant Agreement, which may also reduce the trading price of our common stock; and

•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

InOur ~~2021~~ability to make scheduled payments of the principal of, weto pay interest on or to refinance, our current or future indebtedness, including our indebtedness under the Loan and Security Agreement, the 2027 Notes and the 2030 Notes (including any 2030 Notes issued aas ~~total~~payment-in-kind ofinterest), ~~$1.15~~or ~~billion~~payment ~~aggregate~~of ~~principal~~accrued ~~amount~~interest or cash-settlement of the 2027 Notes or make-whole payments in athe ~~private~~form ~~placement~~of common stock, as applicable, depends on our future performance and our ability to ~~qualified~~raise ~~institutional~~additional ~~buyers~~capital, ~~pursuant~~which is subject to ~~Rule~~economic, ~~144A~~financial, ~~under~~competitive and other factors beyond our control. We may be unable to refinance the ~~Securities~~Notes ~~Act~~on ofterms ~~1933~~satisfactory to us, asor ~~amended~~at (all. Such financing and other potential financings have resulted in and could result in further substantial dilution to stockholders, the ~~“Securities~~reduction ~~Act”)~~in the trading price of our common stock, imposition of debt covenants and repayment obligations, or security interests on our assets or other restrictions that may adversely affect our business.

~~Our~~Among ~~ability~~other tothings, ~~make~~the ~~scheduled~~Loan ~~payments~~and ofSecurity ~~the~~Agreement ~~principal~~includes ~~of,~~covenants tothat ~~pay~~(i) ~~interest~~require onus or to ~~refinance~~maintain ~~our~~liquidity ~~current~~of orat ~~future~~least ~~indebtedness~~$15.0 million, ~~including~~(ii) ~~the~~do ~~Notes,~~not aspermit ~~applicable,~~our ~~depends~~cash oninterest ~~our~~payments ~~future~~due ~~performance~~under all of the Loan Parties’ subordinated debt and ~~our~~unsecured ~~ability~~debt tofor ~~raise~~borrowed ~~additional~~money ~~capital~~for any fiscal year, ~~which~~in isthe ~~subject~~aggregate, to ~~economic,~~exceed ~~financial~~$20.0 million, ~~competitive~~ and ~~other~~(iii) ~~factors~~cap ~~beyond~~the ~~our~~amount ~~control.~~of Wecash ~~may~~that can be ~~unable~~used to ~~refinance~~repay the 2027 Notes onat ~~terms~~their ~~satisfactory~~maturity toat us$60.0 million, orsubject atto ~~all.~~increase ~~Such~~to ~~financing~~the ~~and~~extent ~~other~~of ~~potential~~any ~~financings~~equity ~~could~~raises. ~~result~~The inLoan ~~substantial~~and ~~dilution~~Security toAgreement ~~stockholders,~~also ~~and~~contains ~~could~~covenants ~~result~~that inrestrict the ~~reduction~~ability inof the ~~trading~~Loan ~~price~~Parties and certain of ~~our~~their ~~common~~subsidiaries ~~stock~~to make dividends or distributions, ~~imposition~~incur ofadditional debt ~~covenants~~(including ~~and~~subordinated ~~repayment obligations~~debt), orengage ~~other~~in ~~restrictions~~certain ~~that~~asset ~~may~~sales, ~~adversely~~mergers, ~~affect~~acquisitions ~~our~~or ~~business.~~similar ~~Based~~transactions, create liens on ~~our~~assets, ~~current~~engage ~~business~~in ~~plan~~certain transactions with affiliates, wechange ~~expect~~their tobusinesses ~~raise~~or ~~additional~~make ~~capital~~investments. toThe ~~pay~~Loan ~~amounts~~and ~~due~~Security ~~under~~Agreement ~~our~~also ~~current~~has orchange ~~future~~of ~~indebtedness,~~control ~~including~~provisions that could have the ~~Notes,~~effect ~~and~~of ~~our~~delaying ~~cash~~or ~~needs~~preventing ~~may~~an ~~increase~~otherwise inbeneficial takeover of the ~~future~~Company. InOn ~~addition~~October 15, ~~any~~2025, ~~future~~the ~~indebtedness~~Company ~~that~~and weUnprocessed ~~may~~Foods ~~incur~~entered ~~may~~into ~~contain~~the ~~financial~~First ~~and~~Amendment ~~other~~to ~~restrictive~~Loan ~~covenants~~and ~~that~~Security ~~limit~~Agreement ~~our~~(the ~~ability~~“First Amendment to ~~operate~~LSA”), ~~our~~which ~~business~~among other things, ~~raise~~added ~~capital~~cross ordefaults ~~make~~to ~~payments~~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.

43The Loan and Security Agreement is secured by a first priority lien and security interest in substantially all of our assets and the assets of Beyond Meat EU B.V., our wholly owned subsidiary (“Beyond Meat BV”), subject to certain exceptions. Because a substantial portion of our assets secure the Loan and Security Agreement, we may not have substantial remaining assets available to secure other indebtedness. The Loan and Security Agreement also limits our ability to incur other indebtedness that has a first priority lien and security interest in the assets securing the Delayed Draw Term Loan Facility or that would be pari passu with the Delayed Draw Term Loans. Accordingly, we may not be able to incur additional secured indebtedness, or may be limited in our ability to incur indebtedness that is first lien or senior indebtedness, in the future. If we are unable to incur additional indebtedness, either to finance our operations, refinance or repay the Notes or for other purposes, it would have a material adverse effect on our business, financial condition and results of operations.

~~our~~The ~~other~~2030 ~~indebtedness.~~Notes Ifare wesecured, ~~fail~~second tolien ~~comply~~obligations ~~with~~of ~~these~~the ~~covenants~~Company. orThe toindenture ~~make~~governing ~~payments~~the ~~under~~2030 ~~our~~Notes ~~indebtedness~~(as ~~when due~~supplemented, ~~then~~the we“2030 ~~would~~Notes beIndenture”) inincludes ~~default~~incurrence ~~under~~based ~~that~~negative ~~indebtedness~~covenants, ~~which~~including ~~could,~~but innot ~~turn, result in that and our other indebtedness becoming immediately payable in full, and could cause us to become insolvent or enter bankruptcy proceedings.~~

Additionally, if our liquidity position is impaired, we may be required to take further actions in relation to management of liabilities on our balance sheet. Any actions in relation to liability management and balance sheet restructuring may materially reduce the value of our common stock, dilute existing holders of our common stock by the conversion of existing liabilities into equity or result in the cancellation of existing common stock.50

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 requirement that the Company will not permit more than $60.0 million in aggregate principal amount of the 2027 Notes to remain outstanding as of or following the date that is 90 days prior to the maturity of the 2027 Notes, a covenant that limits the Company’s ability to repurchase, redeem, retire, exchange or otherwise acquire the 2027 Notes other than pursuant to the prices and other conditions 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 the Company. In addition, 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. As of the date hereof, we have received a deficiency notice from Nasdaq related to the minimum bid price requirement, which, if not satisfied, could result in the delisting of our common stock.

In connection with the Exchange Offer, we made an irrevocable election to settle all future conversions of the 2027 Notes pursuant to the cash settlement option, as provided in and permitted by the indenture governing the 2027 Notes (as amended, the “2027 Notes Indenture”). Further, the amount of our financial debt outstanding may increase materially if we elect, at our option, to pay amounts outstanding under the 2030 Notes in kind, which would increase the amount of our outstanding debt accordingly. We may raise additional capital to pay amounts due under our current or future indebtedness, including the Notes, or for other purposes, and our cash needs may increase in the future. In addition, any future indebtedness that we may incur may, subject to the covenants in the agreements governing certain of our indebtedness, be secured and may contain additional financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or the covenants under the Loan and Security Agreement or our Indentures, or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full, and could cause us to become insolvent or enter bankruptcy proceedings.

Additionally, if our liquidity position is impaired, we may be required to take further actions in relation to management of liabilities on our balance sheet, including the issuance of additional common stock. Any actions in relation to liability management and balance sheet restructuring may materially reduce the value of our common stock, dilute existing holders of our common stock by the conversion of existing liabilities into equity or result in the cancellation of existing common stock.

We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change, or to pay the cash amounts due upon conversion, and our future indebtedness may limit our ability to repurchase the Notes or pay cash upon their conversion.

Holders of the Notes may, subject to a limited exception, require us to repurchase their Notes following a “Fundamental Change” (as defined in the applicable indenture governing ~~the~~such Notes ~~(the “Indenture”~~)) at a cash repurchase price generally equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special and additional interest, if any. ~~In addition, all conversions of Notes will be settled partially or entirely in cash.~~ We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Notes, orincluding ~~pay~~possible ~~the~~tax ~~cash~~liabilities ~~amounts~~arising ~~due~~from ~~upon~~potential ~~conversion~~cancellation of indebtedness income. In addition, applicable law, regulatory authorities and the agreements governing our future indebtedness may restrict our ability to repurchase the Notes or pay the cash amounts due upon conversion. ~~Our~~For ~~failure~~example, ~~to repurchase~~ the ~~Notes~~Loan orand toSecurity ~~pay~~Agreement ~~the~~and ~~cash amounts due upon conversion when required will constitute a default under~~ the ~~Indenture.~~indenture Arelating ~~default~~to ~~under~~ the ~~Indenture~~2030 orNotes ~~the~~contain ~~Fundamental~~covenants ~~Change~~that ~~itself~~restrict ~~could~~our ~~also~~ability ~~lead~~ to amake ~~default~~certain ~~under~~payments ~~agreements~~on ~~governing~~the ~~our~~2027 ~~future~~Notes ~~indebtedness,~~and ~~which~~restrictions ~~may result in~~ that ~~indebtedness~~may ~~becoming~~limit ~~immediately~~our ~~payable~~ability ~~in full. If the repayment of such future indebtedness were~~ to beraise ~~accelerated~~additional ~~after~~financing. ~~any~~See ~~applicable~~Note ~~notice~~9, orDebt—2027 ~~grace periods~~Notes, ~~then~~and weNote ~~may~~9, ~~not~~Debt—2030 ~~have~~Notes ~~sufficient~~Indenture ~~funds~~ to ~~repay that indebtedness and repurchase~~ the Notes ~~or make cash payments upon their conversion and could cause us~~ to ~~become insolvent or enter bankruptcy proceedings.~~

~~The accounting method for the Notes could adversely affect our reported financial condition and results.~~51

~~The~~Consolidated ~~Notes~~Financial doStatements ~~not~~included ~~bear~~elsewhere ~~regular~~in ~~interest,~~this ~~and~~report. ~~the~~Our ~~principal~~failure ~~amount~~to ofrepurchase the Notes dowhen ~~not~~required ~~accrete.~~will ~~However,~~constitute ~~special~~a ~~interest~~default ~~and~~under ~~additional interest may accrue on~~ the ~~Notes~~applicable ~~at a rate per annum not exceeding 0~~indenture.~~50%~~ ~~(subject~~A todefault ~~certain~~under ~~exceptions) upon~~ the ~~occurrence~~applicable ofindenture ~~certain~~or ~~events relating to~~ the ~~failure~~Fundamental toChange ~~file~~itself ~~certain~~could ~~SEC~~also ~~reports~~lead or to ~~remove~~a ~~certain~~default ~~restrictive~~under ~~legends~~agreements ~~from~~governing ~~the Notes. The accounting method for reflecting the Notes on~~ our ~~balance~~future ~~sheet~~indebtedness, which may ~~adversely~~result ~~affect~~in ~~our~~that ~~reported~~indebtedness ~~earnings~~becoming ~~and~~immediately ~~financial~~payable ~~condition~~in full. If ~~any of~~ the ~~conditions~~repayment toof ~~the~~such ~~convertibility~~future ofindebtedness ~~the~~were ~~Notes~~to isbe ~~satisfied~~accelerated orafter ~~the~~any ~~Notes~~applicable ~~become~~notice ~~due~~or ~~within~~grace ~~one year~~periods, then we may benot ~~required~~have ~~under~~sufficient ~~applicable~~funds ~~accounting standards~~ to ~~reclassify~~repay ~~the~~that ~~liability~~indebtedness ~~carrying~~and ~~value~~repurchase of the Notes asor amake ~~current,~~cash ~~rather~~payments ~~than~~upon atheir ~~long-term,~~conversion ~~liability.~~and ~~This reclassification~~ could because ~~required~~us ~~even~~to ifbecome noinsolvent ~~noteholders~~or ~~convert~~enter ~~their~~bankruptcy ~~Notes and could materially reduce our reported working capital~~proceedings.

WeProvisions ~~early adopted Accounting Standards Update No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts~~ in ~~Entity's~~the ~~Own~~indentures ~~Equity”,~~governing ~~to account for~~ the Notes ~~which~~and ~~eliminates~~ the ~~treasury~~Loan ~~stock method for convertible instruments that can be settled in whole or in part with equity~~ and ~~instead~~Security ~~requires~~Agreement ~~the~~could ~~application~~delay ~~of the more dilutive of the “if-converted” method~~ or ~~the~~prevent ~~two-class~~an ~~method.~~otherwise ~~Under~~beneficial ~~the~~takeover ~~if-converted method, diluted earnings per share would generally be calculated assuming that all the conversion premium or spread were converted at the beginning~~ of ~~the reporting period, unless the result would be anti-dilutive~~us. ~~The conversion premium or spread would have a dilutive impact on net income per share when the average market price of the Company’s common stock for a given period exceeds the conversion price.~~

44Certain provisions in the indentures governing the Notes, as well as the Loan and Security Agreement, could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change under the Notes, then noteholders will have the right to require us to repurchase their Notes for cash. In addition, if a takeover constitutes a Make-Whole Fundamental Change (as defined in the applicable indenture), then we may be required to temporarily increase the conversion rate. 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. In any of these cases, and in other cases, our obligations under the Notes and the indentures governing the Notes, as well as the Loan and Security Agreement, could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock or Notes may view as favorable.

The ~~capped~~value ~~call~~of ~~transactions~~our shares of common stock may ~~affect~~decrease ~~the~~as ~~value~~a result of dilution in connection with the ~~Notes~~Exchange ~~and~~Offer ~~our~~or ~~common~~exercise ~~stock~~of the Warrants.

InBecause ~~connection~~the ~~with~~number ~~the~~of ~~Notes,~~shares weof ~~entered~~common ~~into~~stock ~~privately~~issued ~~negotiated~~in ~~capped~~the ~~call~~Exchange ~~transactions~~Offer ~~with~~substantially exceeds the ~~option~~number ~~counterparties.~~of ~~The~~shares ~~capped~~of ~~call~~common ~~transactions~~stock ~~will~~outstanding ~~cover,~~prior ~~subject~~ to ~~customary~~the ~~adjustments~~Exchange Offer, the ~~number~~Exchange ofOffer ~~shares~~has resulted in substantial dilution to holders of our common stock ~~that~~and ~~underlie~~any shares issuable with respect to the 2030 Notes. ~~The~~issued ~~capped~~in ~~call~~the ~~transactions~~Exchange ~~are~~Offer, ~~expected~~any ~~generally~~2030 toNotes ~~reduce~~issued ~~potential~~as ~~dilution~~payment-in-kind tointerest ~~our~~on ~~common~~such ~~stock~~2030 Notes (including without limitation shares that may be issued upon the conversion of the 2030 Notes at our option or at ~~our~~the ~~election~~option ~~(subject~~of toholders, ~~certain~~upon ~~conditions)~~equitization ~~offset~~of ~~any~~the ~~cash~~2030 ~~payments~~Notes, weas ~~are~~payment ~~required~~of toaccrued ~~make~~interest in ~~excess~~the form of ~~the~~common ~~aggregate~~stock ~~principal~~or ~~amount~~in payment of certain make-whole payments on the ~~converted~~2030 Notes, asin ~~the~~each case ~~may~~pursuant ~~be,~~to ~~with~~the ~~such~~terms ~~reduction~~of the 2030 Notes) or ~~offset~~upon ~~subject~~exercise of the Warrants under the Warrant Agreement may result in further dilution to aholders ~~cap~~of our common stock, which may be substantial.

WeThe ~~have~~market ~~been~~price ~~advised~~of ~~that,~~our incommon ~~connection~~stock ~~with~~has ~~establishing~~experienced, ~~their~~and ~~initial~~may ~~hedges~~continue ofto ~~the~~experience ~~capped call transactions~~volatility, ~~the~~which ~~option~~could ~~counterparties~~cause orpurchasers ~~their respective affiliates purchased shares~~ of our common stock ~~and/or entered into various derivative transactions with respect~~ to ~~our~~incur ~~common~~substantial ~~stock~~losses.

InWe ~~addition,~~believe wethat ~~have~~the ~~been~~market ~~advised~~price ~~that~~of our common stock has historically, and may in the ~~option~~future, ~~counterparties~~reflect market and trading dynamics unrelated to our underlying business, operating and financial performance or ~~their~~prospects ~~respective~~or ~~affiliates~~macro or industry fundamentals which may ~~modify~~not ~~their~~coincide ~~hedge~~in ~~positions~~timing bywith ~~entering~~the ~~into~~disclosure of news or ~~unwinding~~developments ~~various~~by ~~derivatives~~or ~~with~~affecting ~~respect~~us, toand ~~our~~we ~~common~~do ~~stock~~not know how long these dynamics will last. For example, between October 10, 2025 and~~/or~~ ~~purchasing~~October or21, ~~selling~~2025, the daily closing price of shares of our common stock oras ~~other~~reported ~~securities~~on ofThe ~~ours~~Nasdaq inStock ~~secondary~~Market ~~market~~LLC ~~transactions~~ranged ~~following~~from ~~the~~a ~~pricing~~low of $0.52 to a high of $3.62. Further, on March 4, 2026, we received a deficiency notice from the ~~Notes~~Nasdaq, ~~and~~which, ~~prior~~if tonot satisfied, could result in the ~~maturity~~delisting of our common stock. The market price of shares of our common stock could continue to fluctuate significantly for many reasons. Under the ~~Notes~~circumstances, ~~(and~~investors are ~~likely~~cautioned toagainst doinvesting soin onour ~~each~~common ~~exercise~~stock ~~date~~unless ofthey are prepared to incur the ~~capped~~risk ~~call~~of ~~transactions,~~losing ~~and~~all inor ~~connection~~a ~~with~~substantial ~~any~~portion ~~early~~of ~~termination~~their ~~event~~investment. Future increases or decreases in ~~respect~~the market price of ~~the~~our ~~capped~~common ~~call~~stock ~~transactions).~~may ~~This~~not ~~activity~~coincide ~~could~~in ~~also~~timing ~~cause~~with orthe ~~avoid~~disclosure anof ~~increase~~news or adevelopments ~~decrease~~by inor affecting us. Accordingly, the market price of our common stock may fluctuate dramatically or decline rapidly, regardless of any developments in our business or our financial results.

~~Provisions in the Indenture governing the Notes could delay or prevent an otherwise beneficial takeover of us.~~52

Certain provisions in the Notes and the Indenture could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their Notes for cash. In addition, if a takeover constitutes a Make-Whole Fundamental Change (as defined in the Indenture), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Notes and the Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock or Notes may view as favorable.

We will require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product manufacturing and development, and other operations.

Since our inception, substantially all of our resources have been dedicated to the development of our three core plant-based product platforms of beef, pork and poultry, including purchases of property, plant and equipment, principally to support the development and production of our products, the build-out and equipping of our former Manhattan Beach Project Innovation Center and our Innovation Center within our Campus Headquarters, and the purchase, build-out and equipping of manufacturing facilities in the U.S. and abroad. We have and believe that we will continue to expend resources as we expand into additional markets we may choose to pursue or invest in product expansion and development. These expenditures are expected to include costs associated with research and development, manufacturing and supply, as well as marketing and selling existing and new products. In addition, other unanticipated costs may arise.

As of December 31, ~~2024~~2025, we had cash and cash equivalents and restricted cash totaling $~~145~~217.65 million. WeTo continue bolstering our balance sheet, subject to our compliance with applicable laws, the applicable requirements of agreements to which we are party and market conditions, we expect to raise significant additional capital 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 in the future., Towhich ~~continue~~may ~~bolstering~~result ~~and~~in ~~restructuring~~additional ~~our~~dilution ~~balance sheet, subject~~ to our ~~compliance~~existing ~~with~~stockholders ~~applicable~~and ~~laws,~~may negatively impact the ~~applicable~~market ~~requirements~~price of our ~~equity~~common ~~distribution~~stock. ~~agreement~~Additionally, ~~dated~~because aswe ofwere ~~November~~unable 7,to ~~2024~~file ~~(the~~this ~~“Equity~~report ~~Distribution~~on ~~Agreement”),~~or ~~with~~before B.the ~~Riley~~applicable ~~Securities,~~filing ~~Inc. (“B. Riley”)~~deadline, aswe ~~sales~~have ~~agent,~~lost ~~under an “at~~ the ~~market”~~ability ~~offering~~to ~~program~~offer ~~(the “ATM Program”),~~ and ~~market~~sell ~~conditions,~~securities weunder ~~expect~~a toregistration ~~raise~~statement ~~additional~~on ~~capital~~Form ~~through~~S-3 ~~the~~for ~~issuance~~a period of ~~equity~~twelve ~~and/or~~calendar ~~debt~~months, ~~securities~~which incould ~~2025,~~increase ~~through~~ the ~~ATM~~transaction ~~Program~~costs orand ~~otherwise,~~amount ~~which~~of ~~will~~time ~~result~~required ~~in additional dilution~~ to ~~our~~complete ~~existing~~a ~~stockholders~~securities ~~and~~offering, ~~may~~making ~~negatively~~it ~~impact~~more ~~the~~difficult ~~market~~to ~~price~~execute ofany ~~our~~such ~~common stock~~transaction.

45Similarly, if the Lenders exercise their Warrants pursuant to the Warrant Agreement, the resulting issuance of our common stock to such Lenders would have a further dilutive effect on our current stockholders and could negatively affect the trading price of our common stock. Up to approximately 120,000,000 additional shares may be issuable upon conversion of the 2030 Notes at the base conversion rate (prior to giving effect to any make-whole payments payable upon such conversion). The 2030 Notes also contain certain provisions relating to the payment of interest in the form of Common Stock (or PIK interest) as well as certain mandatory equitizations that could result in further dilution in excess of such amount. Any additional issuance of equity or debt securities may be for cash or in exchange for any of our outstanding convertible notes, which could have a further highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. In addition to resulting in additional dilution to our existing stockholders or negatively affecting the trading price of our common stock, any such potential financings may result in the imposition of security interests on our assets, 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 Note 9, Debt—Loan and Security Agreement, to the Notes to Consolidated Financial Statements included elsewhere in this report. Furthermore, any securities issued pursuant to potential financings may include rights that are senior to our shares of common stock. In addition, the capital markets may experience extreme volatility and disruption, including high interest rates in certain geographic regions and higher borrowing costs, which could adversely affect our liquidity and financial condition, including our ability to access the capital markets to raise capital and meet liquidity needs. We may be unable to raise additional capital for reasons including, without limitation, our operational and/or financial performance, investor confidence in us and the plant-based meat industry, credit availability from banks and other financial institutions and the status of current projects. 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.

Any issuance of equity or debt securities may be for cash or in exchange for our outstanding Notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. In addition to resulting in additional dilution to our existing stockholders or negatively affecting the trading price of our common stock, any such potential financings may result in the imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. Furthermore, any such securities issued pursuant to potential financings may include rights that are senior to our shares of common stock. In addition, the capital markets may experience extreme volatility and disruption, including high interest rates in certain geographic regions and higher borrowing costs, which could adversely affect our liquidity and financial condition, including our ability to access the capital markets to raise capital and meet liquidity needs. We may be unable to raise additional capital for reasons including, without limitation, our operational and/or financial performance, investor confidence in us and the plant-based meat industry, credit availability from banks and other financial institutions and the status of current projects. 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.53

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;

•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~~, including the planned suspension of our operational activities in China~~;

•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 aany other partial lease ~~termination~~terminations atand/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 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, including the ~~class~~pending ~~actions~~trademark ~~brought~~infringement ~~against us or the derivative actions brought against certain of our current and former directors and officers~~matter;

•the expenses needed to attract and retain skilled personnel;

•variations in product selling prices and costs;

46•the timing and success of changes to our pricing architecture, and the mix of products sold;

•the timing and success of changes to our pricing architecture within certain channels, 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;~~

•our management of accounts receivable, inventory, accounts payable and other working capital accounts;

•the impact of foreign currency exchange 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.

Additional funds may not be available when we need them, on terms that are favorable or acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to:

•delay, limit, reduce or terminate our manufacturing, research and development activities; or

•delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability.

There can be no assurance that we will be able to achieve our business plan objectives or be able to achieve and/or sustain our profitability, cash flow and financial performance objectives. If we are unable to generate adequate funds from operations and/or raise sufficient additional funds, we may not be able to repay our existing debt, including the Notes, continue to operate our business, respond to competitive pressures or fund our operations. As a result, we may be required to significantly reduce, reorganize, discontinue or shut down our operations. Any such failure could also cause us to become insolvent or enter bankruptcy proceedings.

Our inability to access and employ the cash that collateralizes our outstanding and future letters of credit may impact our liquidity.

As of December 31, ~~2024~~2025, we had $13.6 million in restricted cash, which was comprised of $12.6 million to secure the letter of credit delivered to ~~support~~our ~~the~~landlord ~~development~~as ~~and~~security ~~leasing~~for the performance of our obligations under our Campus ~~Headquarters~~Lease and $1.0 million to secure athe letter of credit associated with a ~~new co~~third-party contract manufacturer in Europe. In the fourth quarter of 2025, we entered into the Fourth Amendment to Lease with the Landlord, pursuant to which, among other things, the parties agreed to amend the schedule for reducing the letter of credit deposit under the Campus Lease. Subsequent to the year ended December 31, 2025, we entered into a new sales agreement with Roquette for the supply of pea protein which requires us to procure a $1.0 million standby letter of credit to secure our payment obligations thereunder. See Note 17, Subsequent Events—Roquette Sales Agreement, to the Notes to Consolidated Financial Statements included elsewhere in this report. Our inability to access and employ the cash that collateralizes our outstanding and future letters of credit may impact our liquidity and could have an adverse impact on our business, operations and financial condition.

Adverse developments affecting the financial services industry could adversely affect our current and projected business operations, our financial condition and results of operations.

If failures in financial institutions occur where we hold deposits, we could experience additional risk and any such loss or limitation on our cash and cash equivalents would adversely affect our business. In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including ~~higher~~high interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects. Our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

Risks Related to the Environment, Climate and Weather

A major earthquake, tsunami, tornado, wildfire, flood, drought or other natural disaster or severe weather event could seriously disrupt our entire business.

We have offices, internal manufacturing and co-manufacturing facilities located in the United States and internationally. The impact of a major earthquake, tsunami, tornado, flood, wildfire, drought or other natural disaster or severe weather event at any of these facilities on our overall operations is difficult to predict, but such a natural disaster or severe weather event could seriously disrupt our entire business and lead to substantial losses, which may not be covered by insurance. Additionally, to the extent such events become more frequent or intense, such as a result of climate change, it may adversely impact the cost or availability of such insurance.

Climate change may negatively affect our business and operations.

Increasing concentrations of greenhouse gases in the atmosphere have generally been concluded to lead to increased ambient global temperatures, as well as changes in weather patterns and the frequency and severity of extreme weather and natural disasters. Adverse climate conditions, weather patterns and the impact of such conditions and patterns such as drought, flood, wildfires, mudslides and rising ambient temperatures adversely impact product cultivation conditions for farmers and agricultural productivity, including by disrupting ecosystems and severely altering the growing conditions, nutrient levels, soil moisture and water availability necessary for the growth and cultivation of crops, which would adversely affect the product quality, availability or cost of certain commodities that are necessary for our products, such as yellow peas, sunflowers, rice, faba bean, avocado oil, canola oil and coconut oil. Water is a key ingredient in our products. Due to climate-related events, we may also be ~~subjected~~subject to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations. These and other changes to the physical environment may adversely impact our operations or those of the suppliers on whom we rely. While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks.

Risks Related to Being a Public Company

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses or maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We continue to upgrade our information technology systems and implement additional financial and management controls, reporting systems and procedures in order to keep up with the requirements of being a reporting company under the Exchange Act. Despite these efforts, we have identified material weaknesses in our internal control over financial reporting, as described further below.

As a public company, we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We have and will continue to expend significant resources in developing the necessary documentation and testing procedures required by Section 404. We cannot be certain that the actions we have and will continue to take to improve our internal controls over financial reporting will be sufficient.

~~Any~~Management ~~failure~~has todetermined ~~maintain~~that our internal control over financial reporting ~~could~~was ~~severely~~not ~~inhibit~~effective ~~our~~as ~~ability~~of December 31, 2025. Specifically, management identified material weaknesses related to ~~accurately~~(i) ~~report~~the ~~our~~accounting ~~financial~~for ~~condition,~~non-routine ~~results~~and complex transactions and (ii) the valuation of ~~operations~~inventory, orincluding ~~cash~~the ~~flows~~provision for excess and obsolete inventory. IfWe wehave taken certain measures and are ~~unable~~in the process of implementing remediation plans to ~~conclude~~address ~~that~~these material weaknesses and to strengthen our internal control over financial reporting. ~~is effective~~However, orthe ifmaterial ~~our~~weaknesses ~~independent~~will ~~registered~~not ~~public~~be ~~accounting~~considered ~~firm~~remediated ~~determines~~until wethe applicable controls have been implemented and have operated effectively for a ~~material~~sufficient ~~weakness~~period orof ~~significant~~time ~~deficiency~~and inmanagement has concluded, through testing, that these controls are operating effectively. We can give no assurance that our ~~internal~~remediation ~~control~~plan ~~over~~will ~~financial~~fully ~~reporting,~~remediate ~~investors~~the identified material weaknesses or that additional material weaknesses will not arise in the future.

48Until remediation is achieved, we may be unable to accurately or timely report our financial condition, results of operations or cash flows, which could result in additional errors in our financial statements, the need to restate previously issued financial statements or other adverse consequences. If we are unable to conclude in the future that our internal control over financial reporting is effective, or if our independent registered public accounting firm identifies additional material weaknesses or significant deficiencies, investors may lose confidence in the accuracy and completeness of our financial reporting, the market price of our common stock could decline, and we could be

may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.56

subject to heightened scrutiny, sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to fully remediate the existing material weaknesses, or the identification of any new material weaknesses, could also restrict our future access to the capital markets and otherwise materially and adversely affect our business, financial condition and results of operations. See Part II, Item 9A, Controls and Procedures, included elsewhere in this report for additional information regarding the identified material weaknesses and our remediation plans.

Management has determined that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2025. Our failure to maintain effective internal control over financial reporting or disclosure controls and procedures could impact our ability to accurately and timely report our financial results and other material disclosures or otherwise cause us to fail to meet our reporting obligations, either of which could have a material adverse effect on our business, results of operations, investor confidence in our business and the trading price of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. However, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the quarter ended September 27, 2025, in evaluating the accounting for non-recurring and complex transactions related to compensation, debt, lease and warrant transactions, our management identified a design and operating deficiency related to our process-level controls associated with the identification and accounting for such transactions. Management has concluded that inadequate technical resources are currently in place to effectively identify and to determine the proper accounting for non-recurring complex transactions such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Accordingly, management concluded that the deficiency in our control environment constitutes a material weakness in our internal control over financial reporting. Additionally, in the process of completing its fourth quarter and year-end 2025 financial close procedures, management identified an additional material weakness in controls over the valuation of inventory, specifically related to the inventory provision for excess and obsolete inventory and the completeness and accuracy of underlying data inputs. Management determined that it did not design and maintain effective controls over the preparation, review and approval of its provision for excess and obsolete inventory analysis, including controls over the execution of a quantitative analysis of excess inventory based on historical and forecasted consumption and demand, and validation of key data inputs, and the completeness and accuracy of data used in the analysis, including key controls such as an inventory roll-forward analysis, verifications of accuracy of aging inventory and tracking of previously written down inventory.

These material weaknesses have not been remediated as of December 31, 2025, and accordingly management determined that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2025. Management has taken certain measures and is actively engaged in planning, and the implementation of, remediation efforts, as further described in Item 9A, Controls and Procedures, included elsewhere in this report, to address these material weaknesses, but there can be no assurance that those efforts will be timely or successful.

If we are unable to remediate these material weaknesses in a timely manner, or at all, or if additional material weaknesses in our internal control over financial reporting are discovered, our ability to record, process, summarize and report financial information timely and accurately may be adversely affected, and our financial statements may contain material misstatements or omissions. Additionally, our internal control environment and remediation efforts do not provide absolute assurance with regard to timely detection or prevention of control deficiencies and thus do not insulate us from any failure to meet our financial reporting obligations.

As further described in Part II, It em 9B, Other Information, management evaluated the impact of the material weaknesses on the Company's financial statements and identified errors in certain previously issued interim financial statements. The Company has determined that these errors were immaterial to the previously issued interim period condensed consolidated financial statements for the first three quarters of 2025 and that the errors will be corrected prospectively when the Company files its quarterly reports in fiscal 2026. There can be no assurance, however, that additional errors will not be identified, or that any such errors would not be material, potentially requiring restatement of previously issued financial statements, which could subject us to additional regulatory scrutiny, securities litigation and a loss of investor confidence.

It is possible that additional control deficiencies could be identified by our management or by our independent registered public accounting firm in the future or that such deficiencies may occur without being identified. Such a failure could require us to incur significant expenses resulting from remediation or any required corrections or restatements; result in regulatory scrutiny, investigations or enforcement actions; cause investors to lose confidence in our reported financial condition and related process; have a negative effect on the trading price of our common stock; lead to a default under our indebtedness; and otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. See Part II, Item 9A, Controls and Procedures, and Item 9B, Other Information, included elsewhere in this report.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, even when determined to be effective, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

As noted previously, management identified material weaknesses related to (i) the accounting for non-routine and complex transactions and (ii) the valuation of inventory, including the provision for excess and obsolete inventory. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were not effective because of these material weaknesses in internal control. See Part II, Item 9A, Controls and Procedures, included elsewhere in this report.

Risks Related to Regulatory and Legal Compliance Matters, Litigation and Legal Proceedings

Our operations are subject to FDA governmental regulation and other foreign, federal, state and local regulation, and there is no assurance that we will be in compliance with all regulations.

Our operations are subject to extensive regulation by the FDA, and other foreign, federal, state and local authorities. Specifically, for products manufactured or sold in the United States we are subject to the requirements of the Federal Food, Drug and Cosmetic Act (“FDCA”) and regulations promulgated thereunder by the FDA.

This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, labeling and safety of food. Under this program, the FDA requires that facilities that manufacture food products comply with a range of requirements, including hazard analysis and preventive controls regulations, current good manufacturing practices (“cGMPs”), and supplier verification requirements. Similarly, the FDA requires compliance with specific labeling requirements under the FDCA, including requirements regarding nutrient content claims about specific nutrients (such as saturated fat and protein) and the “healthy” nutrient content claim. The FDA recently finalized a rule that updates the requirements for a “healthy” claim that will impact our ability to use that claim in the future. The FDA has also proposed to require front of package nutrition labeling; if this requirement is finalized, it will impact our packaging in the U.S. and we will need to make changes in order to comply.

our ability to use that claim in the future. The FDA has also proposed to require front of package nutrition labeling; if this requirement is finalized, it will impact our packaging in the U.S. and we will need to make changes in order to comply.

Comparable regulations apply in foreign jurisdictions such as the European Union, the United Kingdom and China. Our processing and manufacturing facilities, including those of our co-manufacturers, are subject to periodic inspection by foreign, federal, state and local authorities. We do not control the manufacturing processes of, and rely upon, our co-manufacturers for compliance with cGMPs for the manufacturing of our products by our co-manufacturers. If we or our co-manufacturers cannot successfully manufacture products that conform to our specifications and the strict regulatory requirements of the FDA or other non-U.S. regulators, we or they may be subject to adverse inspectional findings or enforcement actions, which could materially impact our ability to market our products, could result in our inability to manufacture our products or our co-manufacturers’ inability to continue manufacturing for us, or could result in a recall of our product that has already been distributed. In addition, we rely upon our co-manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or a comparable state, local or foreign regulatory authority determines that we or these co-manufacturers have not complied with the applicable regulatory requirements, our business may be materially impacted.

We seek to comply with applicable regulations through a combination of employing internal experience and expert personnel to ensure quality-assurance compliance (i.e., assuring that our products are not adulterated or misbranded) and contracting with third party laboratories that conduct analyses of products to ensure compliance with nutrition labeling requirements and to identify any potential contaminants before distribution. In the U.S., all of these requirements are subject to change, and enforcement priorities are also subject to change, based on political factors (e.g., changes in the presidential administration and resulting changes in key positions within the United States Department of Health and Human Services and FDA and agency policies) and also based on nutrition science (e.g., changes to the Dietary Guidelines for Americans, which are issued every five years). Failure by us or our co-manufacturers to comply with applicable laws and regulations or maintain permits, licenses or registrations relating to our or our co-manufacturers’ operations could subject us to civil remedies or penalties, including fines, injunctions, recalls or seizures, warning letters, restrictions or prohibitions on the marketing or manufacturing of products, or refusals to permit the import or export of products, as well as potential criminal sanctions, which could result in increased operating costs resulting in a material effect on our operating results and business.

We are subject to international regulations that could adversely affect our business and results of operations.

We are subject to extensive regulations internationally where we manufacture, distribute and/or sell our products. Our products are subject to numerous food safety and other laws and regulations relating to the sourcing, manufacturing, composition and ingredients, storing, labeling, marketing, advertising and distribution of these products. For example, in early 2018, we received an inquiry from Canadian officials about the labeling and composition of products that we export to Canada. We responded promptly to that inquiry, identifying minor formulation changes that we made under Canadian regulations. If regulators determine that the labeling, advertising and/or composition of any of our products is not in compliance with foreign law or regulations, or if we or our co-manufacturers otherwise fail to comply with applicable laws and regulations in foreign jurisdictions where we operate and market products, we could be subject to civil remedies or penalties, such as fines, injunctions, recalls or seizures, warning letters, restrictions on the marketing or manufacturing of the products, or refusals to permit the import or export of products, as well as potential criminal sanctions. InGovernment ~~places~~regulations ~~like~~of ~~Mainland~~or ~~China, government~~ inquiries into product labeling and advertising can be prompted by random inspections of our product on the market by local government authorities or complaints by consumers or competitors to the authorities. The consequences of a labeling or advertising violation in China can lead not only to fines from administrative authorities but also to multiple individual consumer lawsuits for nominal damages in the hundreds of dollars each, ~~which~~particularly ~~can~~with berespect ~~costly~~ to ~~defend.~~plant-based Inmeat ~~addition~~products, ~~enforcement~~have ofdeveloped ~~existing~~rapidly ~~laws and regulations, changes~~ in ~~legal~~recent ~~requirements~~years and~~/or~~ ~~evolving~~are ~~interpretations~~subject ofto ~~existing~~ongoing ~~regulatory~~discussions, ~~requirements~~developments ~~may result in increased compliance costs~~ and ~~create other obligations~~litigation, ~~financial~~which orcreates ~~otherwise,~~uncertainty ~~that~~regarding ~~could adversely affect~~ our ~~business,~~ability ~~financial~~to ~~condition~~comply orwith ~~operating~~such ~~results. For example, China has recently introduced new~~ regulations ~~on food manufacturing~~ and ~~it may introduce new Food Labeling Supervision Measures that~~ could ~~increase~~expose ~~restrictions~~us ~~and~~to ~~require~~civil ~~changes~~or toother ~~our labels~~liabilities. In addition, with our international operations, we could be adversely affected by violations of the FCPA, and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, contractors or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, cash flows and financial condition.

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 plant-based meat products as false or misleading or likely to create an erroneous impression regarding their composition.

50For 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, Iowa, Kansas, Mississippi, Louisiana, Ohio, Oklahoma, South Dakota, Texas, Utah, West Virginia and Wyoming, have subsequently passed similar laws (certain of which are currently subject to legal challenge in state and federal courts, including the Texas law which was found to be unconstitutional by a federal district court), and legislation that would impose specific requirements on the naming of plant-based meat products is currently pending in number of other states, including Nebraska, Oregon, South Carolina and Virginia.

~~Administration~~Several ~~for~~states ~~Market~~have ~~Regulation~~enacted ~~and~~laws ~~its~~in ~~local~~recent ~~counterpart~~years ~~agencies,~~that ~~could~~would ~~take~~prohibit ~~action~~the touse ~~impact~~of ~~our~~certain ~~ability~~food toingredients ~~use~~or ~~the~~require ~~term~~notices ~~“meat”~~ or ~~similar~~warnings ~~words~~on ~~(such~~food aslabels ~~“beef,”~~about ~~“burger”~~the orpresence ~~“sausage,”~~of ~~including~~certain ~~the~~ingredients. ~~Beyond~~For ~~Meat~~example, ~~logo~~West ofVirginia ~~the~~enacted ~~Caped~~legislation ~~Longhorn~~in ~~superhero)~~2025 to ~~describe~~ban orseven ~~advertise~~color ~~our~~additives ~~products.~~and Intwo ~~addition~~other ingredients, abut ~~food~~that ~~may~~law bewas ~~deemed~~challenged ~~misbranded~~and ifthe ~~its~~court ~~labeling~~has isgranted ~~false~~a orpreliminary ~~misleading~~injunction instaying ~~any~~the ~~particular~~law ~~way,~~pending ~~and~~the outcome of the ~~FDA,~~legal ~~CFIA,~~challenge. EUTexas ~~member~~also ~~state~~enacted ~~authorities~~legislation orin ~~other~~2025 ~~regulators~~to ~~could~~require ~~interpret~~warnings ~~the~~for ~~use~~products containing any of approximately 44 ingredients enumerated in the ~~term~~law. ~~“meat”~~The orTexas ~~any~~law ~~similar~~has ~~phrase(s)~~also tobeen ~~describe~~challenged ~~our~~and ~~plant-based~~a ~~meat~~court ~~products~~has asgranted ~~false~~a orpreliminary ~~misleading~~injunction orstaying ~~likely~~the tolaw ~~create~~pending anthe ~~erroneous~~outcome ~~impression~~of ~~regarding~~the ~~their~~legal ~~composition~~challenge.

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 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. Additionally, regulators have expressed concerns about “highly processed” or “ultra-processed” foods and the “generally recognized as safe” (GRAS) process for getting food ingredients to the market. The FDA has indicated that it plans to propose reforms to the GRAS process for food ingredients and multiple GRAS reform proposals have been introduced in Congress. If finalized, these reforms could change the process for assessing the GRAS status of ingredients Beyond Meat uses in its products. The administration also released the latest Dietary Guidelines for Americans in January 2026, which urge the consumption of whole foods and the avoidance of highly processed foods.

InWe ~~Europe,~~are ~~the~~also ~~Agriculture~~subject ~~Committee of the European Parliament proposed in May 2019~~ to ~~reserve~~ the ~~use~~laws of ~~“meat”~~Australia, ~~and~~Canada, ~~meat-related~~Hong ~~terms~~Kong, ~~and~~Israel, ~~names~~South ~~for~~Africa, ~~products that are manufactured from the edible parts of animals. In October 2020~~China, the European ~~Parliament~~Union ~~rejected~~(and ~~the~~individual ~~adoption~~member ofcountries) ~~this~~and ~~provision. In~~ the ~~absence~~United ~~of European Union legislation~~Kingdom, itamong ~~was unclear whether member states remained free to establish national restrictions on meat-related names. In June 2020~~others, ~~France~~and ~~adopted~~requirements aspecific ~~law prohibiting names~~ to ~~indicate~~those ~~foodstuffs~~jurisdictions ofcould ~~animal~~impose ~~origin~~additional tomanufacturing ~~describe, market~~ or ~~promote~~labeling ~~foodstuffs~~requirements ~~containing~~or ~~vegetable proteins~~restrictions. InFor ~~October 2021~~example, ~~France~~in ~~published a draft implementing decree (the “Contested Decree”) to define~~Europe, ~~for example,~~ the ~~sanctions~~Agriculture inCommittee ~~case~~ of ~~non-compliance with~~ the ~~new~~European ~~law,~~Parliament ~~and~~proposed ~~the Contested Decree went into effect~~ in ~~2022.~~May At2019 ~~the~~to ~~time,~~reserve the ~~Company~~use ~~took~~of ~~the~~“meat” ~~view~~and ~~that~~meat-related ~~the~~terms ~~Contested~~and ~~Decree~~names ~~did~~for ~~not~~products ~~comply~~that ~~with~~are ~~the~~manufactured ~~laws~~from of the ~~EU,~~edible inparts ~~particular the principle~~ of ~~free movement of goods~~animals. In ~~July~~October ~~2022~~2020, at the ~~request~~European ofParliament arejected ~~trade association,~~ the ~~French~~adoption ~~High Administrative Court partially suspended the execution~~ of ~~the~~this ~~Contested Decree~~provision. ~~The~~In ~~Company filed an application for annulment against~~ the ~~Contested~~absence ~~Decree and intervened in favor~~ of ~~the~~European ~~trade~~Union ~~association in their pending case against the Contested Decree. Several plant-based companies filed voluntary intervention in support of the Company’s case on April 20~~legislation, ~~2023.~~EU Onmember ~~July~~states ~~12,~~remain ~~2023,~~free ~~the French High Administrative Court decided~~ to ~~refer~~establish ~~the~~national ~~case~~restrictions ~~to the CJEU. The CJEU was asked to decide~~ on ~~the lawfulness of the Contested Decree banning “meaty” names for plant~~meat-~~based~~related ~~protein under EU law~~names. ~~The~~In ~~procedure~~June ~~before the CJEU started on August 22~~2020, ~~2023, and the Company 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. The Company 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.60

51France 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. The Contested Decree was published on June 29, 2022, and entered into force on October 1, 2022. In July 2022, at the request of a trade association, the French High Administrative Court partially suspended the execution of the Contested Decree. On July 12, 2023, the French High Administrative Court issued an intermediate judgment in the proceedings against the French meaty names ban. The Court held that there were a number of difficulties interpreting EU law which would be decisive for the resolution of the case. For that reason, the French High Administrative Court referred the case to the Court of Justice of the European Union (“CJEU”), which is the highest court in the EU and can issue a legally binding interpretation of EU law valid in all 27 EU member states, including France. The French High Administrative Court is bound to follow judgments of the CJEU.

In ~~this~~parallel ~~context~~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”) which essentially maintained the prohibition on meaty names for products containing a certain percentage of plant-based proteins. The New Decree was adopted on February 26, 2024 and subsequently suspended on April 10, 2024 by the French High Administrative Court. 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 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~~ruled that the Contested Decree’s ban on meat names for plant-based foods was unlawful under EU law, setting 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.” The Company is 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 back to the French High Administrative Court, which, on January 28, 2025, annulled the Contested Decree and the New Decree.

~~The~~In ~~judgment~~October of2021, the ~~CJEU~~Turkish ~~determined~~authorities ~~that~~challenged the ~~manner~~use inof ~~which~~ the ~~Contested~~Caped ~~Decree~~Longhorn ~~seeks~~superhero tologo, ~~ban~~as ~~meat~~well ~~names~~as ~~for plant-based foods is unlawful under EU law. It sets a precedent on~~ the ~~extent~~name to“Beyond ~~which~~Meat,” EUalleging ~~member~~that ~~states may regulate~~ the ~~naming~~consumer ofis ~~plant-based~~misled ~~foods~~as atto the ~~national~~characteristics ~~level in the absence~~ of ~~harmonization~~our ~~at the EU level~~products. InThe ~~its~~local ~~judgment,~~distributor ~~the~~has ~~CJEU~~made ~~also~~a ~~ruled~~submission that ~~“meat”~~this is ~~defined~~an ~~under~~unlawful EUrestriction ~~law~~under ~~as “edible parts of certain animals.” The Company is taking~~ the ~~view~~EU-Turkey ~~that~~Free ~~the~~Trade ~~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~~Agreement. ~~Following~~In ~~the~~December ~~CJEU’s judgment~~2021, the ~~case~~Turkish ~~was~~authorities ~~referred~~rejected tothis ~~the French High Administrative Court~~submission, ~~which, on January 28, 2025, annulled the Contested Decree~~ and ~~the~~held ~~New~~that ~~Decree.~~references ~~Beyond~~to ~~Meat~~“plant-based” ~~will~~in becombination ~~reimbursed~~with by“meat” ~~the~~would ~~French~~mislead ~~State for legal costs incurred in challenging~~ the ~~Contested Decree, for a total of 3,000 euros~~consumer.

~~France~~In ~~was the first EU member state to adopt such a law, but others followed. On~~ December ~~16,~~ 2023, anItaly ~~Italian~~adopted a 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,~~Also onin December 5, 2023, Poland published a draft decree banning the use of meaty names to designate plant-based products. We are not aware of any additional developments in the legislative process. In June 2024, a Polish association of breeders requested that the Ministry of Agriculture advance the decree and regulate the use of meaty names. 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 or rely on existing legislation. 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

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.61

52take 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.

In July 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”. While still in the early stages of the legislative process and subject to potential changes, the Proposal, if adopted, could impact the Company’s ability to use certain words in connection with plant-based products across all EU member states.

In October 2025, the European Parliament adopted a more restrictive amendment under a separate, more advanced legislative proposal, expanding the scope of reserved “meaty” terms (including examples such as “burger” and “sausage”). Following the Parliament’s vote, the European Commission, the European Parliament, and the Council 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” may not be included among the reserved terms. On March 19, 2026, the Council published the text of the provisional agreement which will require formal approval by the European Parliament and the Council before it can enter into force.

Further, South Africa recently adopted regulations relating to meat analogues, which also impose restrictions on the use of certain terms for plant-based products.

Increases in income tax rates or changes in income tax laws could have a material adverse impact on our financial results.

Increases in income tax rates or other changes in tax laws, including changes in how existing tax laws are interpreted or enforced, could adversely affect our financial performance. The increasingly complex global tax environment has in the past and could continue to increase tax uncertainty, resulting in higher compliance costs and adverse effects on our financial performance. We are also subject to regular reviews, examinations and audits by numerous taxing authorities with respect to income and non-income based taxes. Economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult and the final resolution of tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse effect on our financial performance.

Litigation or other legal or regulatory proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

Our business exposes us to significant potential risk from lawsuits, investigations, inquiries, examinations and other legal or regulatory proceedings. As a result, from time to time, we may be party to various claims and proceedings. We evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. For information regarding pending legal proceedings, please see Item 3, Legal Proceedings, and Note 1012, Commitments and Contingencies, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Even when not merited, the attention these lawsuits, investigations, examinations and other legal or regulatory proceedings require, and the defense of any lawsuits or other proceedings, may divert our management’s attention and may cause us to incur significant expenses. The results of such proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could have a material adverse effect on our financial position, cash flows and results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to self-insured retentions, various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

General Risk Factors

Our share price has been and may continue to be highly volatile, and you could lose all or part of your investment.

The market price of our common stock has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to many factors discussed in this “Risk Factors” section, including:

•general economic, market and political conditions, including the impact of inflation and ~~higher~~high interest rates across the economy and negative effects on consumer confidence and spending levels;

•athe ~~further~~impact ~~decrease~~of ingeopolitical ~~demand,~~tensions and ~~the~~international ~~underlying~~conflicts, ~~factors~~including ~~negatively~~the ~~impacting~~military ~~demand,~~conflicts in ~~the~~Europe ~~plant-based~~and ~~meat~~the ~~category~~Middle East, ~~which~~on ~~may~~the ~~continue~~global toeconomy, ~~impact~~inflation, ~~demand~~fuel ~~for~~prices and our ~~products~~business;

53•a further decrease in demand, and the underlying factors negatively impacting demand, in the plant-based meat category, including the exacerbation of weakness in the category by the macroeconomic trends discussed in this report, which may continue to impact demand for our products;

•actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;

•announcements of innovations by us or our competitors;

•announcement by competitors or new market entrants of their entry into or exit from the plant-based meat market and changes in the competitive landscape, including due to industry consolidation or realignment;

•overall conditions in our industry and the markets in which we operate;

•market conditions or trends in the packaged food sales industry or in the economy as a whole;

•addition or loss of significant customers or other developments with respect to significant customers;

•adverse developments concerning our manufacturers or suppliers;

•changes in laws or regulations applicable to our products or business;

•our ability to effectively manage our cost-reduction initiatives and market expectations with respect to our cost-reduction initiatives;

•speculation regarding public customer announcements, or geographic expansion or new product launches;

•actual or anticipated changes in our growth rate relative to our competitors;

•announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

•additions or departures of key personnel;

•competition from existing products or new products that may emerge;

•issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

•fluctuations in the valuation of companies perceived by investors to be comparable to us;

•disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;

•litigation or regulatory matters;

•announcement or expectation of additional financing efforts;

•our cash position;

•our indebtedness and ability to pay such indebtedness, as well as our ability to comply with covenants under ~~our~~the ~~credit~~Loan ~~agreement~~and Security Agreement and the indentures governing the Notes;

•sales of our common stock by our stockholders;

•issuance of equity or debt;

•share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock;

•changes in accounting practices;

•ineffectiveness of our internal controls;

•short-selling of our common stock;

•negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the meat industry;

•the public’s response to publicity relating to the health aspects or nutritional value of our products;

•the effects of ~~COVID-19 and any other pandemic~~pandemics, ~~epidemic~~epidemics or other public health ~~crisis~~crises; and

•other events or factors, many of which are beyond our control.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, tariffs, international currency fluctuations, or the effects of disease outbreaks or pandemics ~~(such as COVID-19)~~, may negatively impact the market price of our common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. For example, we are currently subject to a securities ~~case~~class action lawsuit filed against us alleging federal securities law violations with respect to past disclosure. We are also currently subject to ~~multiple~~a shareholder derivative ~~lawsuits~~lawsuit related, in part, to ~~the~~this securities ~~case~~class action lawsuit. Securities litigation, and any other type of litigation, brought against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business and adversely affect our results of operations.

If our stock price continues to remain below $1.00, our common stock may be subject to delisting from Nasdaq.

On March 4, 2026, we received a deficiency notice from the Nasdaq Listing Qualifications Department notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days, or until August 31, 2026 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date. If we do not regain compliance with the Minimum Bid Price Requirement by August 31, 2026, we may be eligible for additional time to regain compliance. To qualify, we would be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, we would be required to notify Nasdaq of our intent to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, following a transfer to The Nasdaq Capital Market, Nasdaq will inform the Company that it has been granted an additional 180 calendar days to regain compliance. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities are subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination to a hearings panel. We intend to monitor the closing bid price of our common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. To the extent that we are unable to resolve the listing deficiency, there is a risk that our common stock may be delisted from Nasdaq, which would adversely impact liquidity of our common stock and potentially result in an even lower share price for our common stock.

Future sales or issuances of our common stock in the public market could cause our share price to fall.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. ~~For~~We ~~example,~~have weand may continue to sell additional shares of common stock in public or private offerings, ~~or pursuant to our ATM Program,~~ and may also sell or issue securities convertible into common stock. InFor ~~addition~~example, ~~8,234,230~~in ~~shares~~connection ofwith ~~our~~the ~~common~~Exchange ~~stock~~Offer, ~~are~~we ~~reserved~~issued ~~for~~a ~~potential issuance upon the conversion of the Notes.~~

We expect to raise significant additional capital through the issuance of equity and/or debt securities, and/or incur other indebtedness to continue to fund our operations and repay our indebtedness in the future. To continue bolstering and restructuring our balance sheet, subject to our compliance with applicable laws, the applicable requirements of the Equity Distribution Agreement with B. Riley, as sales agent, under the ATM Program, and market conditions, we expect to raise additional capital through the issuance of equity and/or debt securities in 2025, through the ATM Program or otherwise, which will result in additional dilution to our existing stockholders and may negatively impact the market price of our common stock. Any issuance of equity or debt securities may be for cash or in exchange for our outstanding Notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. In addition to resulting in additional dilution to our existing stockholders or negatively affecting the trading price of our common stock, any such potential financings may result in the imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. Furthermore, any such securities issued pursuant to potential financings may include rights that are senior to our shares of common stock. 65

~~Sales~~total of ~~our~~317,834,446 shares of common stock, bywhich ushad ora ~~otherwise,~~dilutive oreffect ~~the~~on ~~perception~~our instockholders. ~~the~~Additionally, ~~market~~as ~~that~~of ~~the~~December ~~holders~~31, of2025, awe ~~large~~sold ~~number~~an aggregate of 68,639,102 shares of ~~our~~ common stock ~~intend~~under toan ~~sell~~“at ~~shares,~~the ~~could~~market” ~~reduce~~offering program (the ~~market~~“ATM ~~price~~Program”), ofwhich ~~our~~had ~~common~~a ~~stock~~dilutive effect on our stockholders. WeFurthermore, ~~cannot~~as ~~predict~~of December 31, 2025, 9,558,635 shares were reserved for potential issuance upon the ~~size~~exercise of ~~future~~the ~~sales~~Warrants. orUp ~~issuances~~to ofapproximately ~~our~~120,000,000 ~~common~~additional ~~stock~~shares ormay ~~securities~~be ~~convertible~~issuable ~~into~~upon ~~our~~conversion ~~common~~of ~~stock~~the or2030 Notes at the base conversion rate (prior to giving effect, ifto any, ~~that~~make-whole ~~any~~payments payable upon such ~~future~~conversion), ~~sales~~that, orin ~~issuances~~each ~~will~~case, ~~have~~may onbe resold in the public market. ~~price~~The 2030 Notes also contain certain provisions relating to the payment of ~~our~~interest in the form of common stock (or payment-in-kind interest) as well as certain mandatory equitizations that could result in further dilution in excess of such amount.

Any issuance of shares and/or other securities in exchange for any of our outstanding debt securities may result in a utilization of a significant amount of the Company’s operating loss and tax credit carryforwards. Additionally, as a result of any sales or issuances of a substantial number of shares of our common stock, whether via an exchange transaction or otherwise, we could become subject to a significant annual limitation on utilization of any remaining operating loss and tax credit carryforwards due to ownership change limitations provided by the Internal Revenue Code (the “Code”) and similar state tax provisions. As a result of any such ownership change, our ability to use our pre-change net operating loss carryforwards and other tax attributes to offset our future net taxable income may be subject to limitations, which could potentially result in increased future income tax liability to us.

We expect to raise significant additional capital 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 in the future. To continue bolstering our balance sheet, subject to our compliance with applicable laws, agreements to which we are party market conditions, we expect to raise additional capital through the issuance of equity and/or debt securities, which will 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 our outstanding Notes, which could have a further highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. Similarly, if the Lenders exercise their Warrants pursuant to the Warrant Agreement, the resulting issuance of our common stock to such Lenders would have a further dilutive effect on our current stockholders and could negatively affect the trading price of our common stock. In addition to resulting in additional dilution to our existing stockholders or negatively affecting the trading price of our common stock, 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 contains covenants that restrict our ability to engage in certain transactions and could limit our ability to raise additional financing. Furthermore, any securities issued pursuant to potential financings may include rights that are senior to our shares of common stock.

Sales or issuances of our common stock, by us or otherwise, or the perception in the market that the holders of a large number of shares of our common stock intend to sell shares, could reduce the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We cannot predict the size of future sales or issuances of our common stock or securities convertible into our common stock or the effect, if any, that any such future sales or issuances will have on the market price of our common stock.

If securities or industry analysts issue an adverse or misleading opinion regarding our business or publish unfavorable research about our business, our share price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if any of the analysts who cover us downgrade our stock or issue an adverse or misleading opinion regarding us, our business model or our stock performance, or if our operating results fail to meet the expectations of the investor community, our share price could decline.

We have never paid dividends on our capital stock and we do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common stock increases.

We have never declared or paid any dividends on our common stock and do not intend to pay any dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the operation of our business and for general corporate purposes. Accordingly, investors should rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:

•providing for a classified board of directors with staggered, three-year terms;

•authorizing our board of directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;

•prohibiting cumulative voting in the election of directors;

•providing that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

•prohibiting the adoption, amendment or repeal of our amended and restated bylaws or the repeal of the provisions of our restated certificate of incorporation regarding the election and removal of directors without the required approval of at least 66.67% of the shares entitled to vote at an election of directors;

•prohibiting stockholder action by written consent;

•limiting the persons who may call special meetings of stockholders; and

•requiring advance notification of stockholder nominations and proposals, including without limitation, compliance with the requirements of Rule 14a-19 under the Exchange Act, as applicable.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, the provisions of Section 203 of the Delaware General Corporate Law, or the DGCL, govern us. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time without the consent of our board of directors.

These and other provisions in our restated certificate of incorporation and our amended and restated bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for:

•any derivative action or proceeding brought on our behalf;

•any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents to us or our stockholders;

•any action asserting a claim against us arising pursuant to any provision of the DGCL, our restated certificate of incorporation, or our amended and restated bylaws;

•any action to interpret, apply, enforce or determine the validity of our restated certificate of incorporation or our amended and restated bylaws; and

•any action asserting a claim against us that is governed by the internal affairs doctrine;

with our amended and restated bylaws providing that stockholders will have been deemed to consent to the personal jurisdiction of the state and federal courts in the State of Delaware for such actions. In addition, our restated certificate of incorporation provides that with respect to any derivative action or proceeding brought on our behalf to enforce any liability or duty created by the Exchange Act or the rules and regulations thereunder, the exclusive forum will be the federal district courts of the United States of America. Our restated certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees.

Our ability to utilize our federal net operating loss and tax credit carryforwards may be limited under Sections 382 and 383 of the ~~Internal Revenue~~ Code ~~(the “Code”)~~.

As of December 31, ~~2024~~2025, inclusive of the attribute reduction and current year operations, the Company ~~has~~had accumulated federal, state and foreign net operating loss carryforwards of approximately $1671.~~2 billion~~6 million, $~~477~~284.5 million and $~~107~~133.1 0 million, respectively., ~~Approximately $1.1 billion~~ of ~~the~~which all federal net operating losses and approximately $7652.1 6 million of the state net operating losses do not expire. ~~and~~The ~~the~~ remaining ~~federal,~~ state and foreign tax loss carryforwards begin to expire in ~~2031,~~2034 ~~2031~~ and ~~2025~~2026, respectively, unless previously utilized. Utilization of the Company’s net operating loss and tax credit carryforwards ~~may~~is belikely subject to a substantial annual limitation due to the ownership change limitations provided by the Code and similar state provisions. In addition, any issuance of shares and/or other securities in exchange for the Notes may result in a utilization of a significant amount of our operating loss and tax credit carryforwards.

The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period. WeThe ~~have~~Exchange ~~experienced~~Offer ~~several~~resulted ~~ownership~~in ~~changes~~generating ~~none~~cancellation of ~~which~~indebtedness isincome ~~expected~~that was excluded from taxable income pursuant to ~~result~~IRC inSection 108(a)(1)(B). ~~material~~As ~~limitation~~required onby IRC Section 108(b), the ~~future~~excluded ~~use~~amount ofwas ~~our~~applied to reduce the Company’s tax attributes resulting in reductions to the Company’s federal and state net operating loss carryforwards of approximately $649.2 million and ~~credit~~$260.3 ~~carryforwards~~million, ~~generated~~respectively, ~~prior~~with a corresponding decrease to ~~these~~the ~~ownership~~valuation ~~changes~~allowance. ~~However~~In addition, any future changes in our stock ownership (including, for example, as a result of any sales or issuances of a substantial number of shares of our common stock or other equity-linked securities), which may be outside of our control, may trigger ananother ownership change and, consequently, further Section 382 and 383 limitations. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards and other tax attributes to offset such taxable income may be subject to limitations, which could potentially result in increased future income tax liability to us. We are currently analyzing whether and to what extent we have experienced an ownership change pursuant to Section 382; and to the extent such change occurred, the impact to the availability of our tax attributes.

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program that is designed to protect the confidentiality, integrity, and availability of the Company’s data and systems. Our cybersecurity risk management program includes a cybersecurity incident response plan.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF 2.0 as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.

Our cybersecurity risk management program includes:

•A risk assessment process designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment;

•A security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

•Cybersecurity awareness training of our employees, incident response personnel, and senior management;

•A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•A third party risk management process for service providers, suppliers, and vendors.

As of the date of this filing, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. For additional information, see Part I, Item 1A., Risk Factors—Risks Related to Our Intellectual Property, Information Technology, Cybersecurity and Privacy—A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business, our reputation and our relationships with customers.

Cybersecurity Governance

Our board of directors considers cybersecurity risk as part of its risk oversight function and in February 2024, delegated to the risk committee of the board of directors (“Risk Committee”) oversight of cybersecurity risks and incidents and any other risks and incidents relevant to the Company’s computerized information system controls and security. Prior to February 2024, the board of directors had delegated this oversight to the

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~~system controls and security. Prior to February 2024, the board of directors had delegated this oversight to the~~ audit committee of the board of directors. The Risk Committee oversees management’s implementation of our cybersecurity risk management program.

The Risk Committee receives annual reports from management on our cybersecurity risks. In addition, management updates the Risk Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Risk Committee reports to the full board of directors regarding its activities.

Our IT team, including our Director of IT, is responsible for assessing and managing our material risks from cybersecurity threats. The Director of IT reports to the Chief Financial Officer, who, together with the Director of IT, is responsible for escalating material cybersecurity risks and incidents to the Risk Committee. The IT team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Members of our IT team have ~~over~~more ~~10+~~than ten years of experience in ~~operations~~information technology ~~support~~and cybersecurity across ~~multiple~~a range of industries. The team ~~holds~~maintains ~~industry~~technical ~~standard~~expertise ~~certifications,~~in ~~related to System~~systems, ~~Security~~security and ~~Network~~network ~~Administration,~~administration and ~~are~~participates ~~required~~in toongoing ~~complete~~professional ~~security~~development, ~~awareness~~including ~~training~~regular ~~multiple~~cybersecurity ~~times~~training ~~per~~and ~~year~~awareness programs.

Our IT team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents. ~~through~~Our ~~various~~cybersecurity ~~means~~risk management program is informed by industry standards, ~~which~~including the National Institute of Standards and Technology (NIST) Cybersecurity Framework. We engage independent third-party cybersecurity service providers to assist with 24/7 security monitoring, threat detection, incident response, vulnerability assessments, and periodic testing of our controls. These efforts may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

ITEM 2. PROPERTIES.

Our principal facilities, which are leased except where otherwise indicated, are as follows:

Primary Use

Location

Approximate Area (SFRSF)

Expiration ~~of Lease~~Date

United States:

Production of woven protein and dry blend flavor systems

Columbia, MO

26,000

6/30/2025

Production of woven protein and dry blend flavor systems

Columbia, MO

64,000

8/01/2028

Warehousing and dry blending

Columbia, MO

142,000

Owned

Production of finished goods

Devault, PA

86,000

Owned

Corporate headquarters, lab and innovation (“Campus Headquarters”)(1)

El Segundo, CA

282,000

11/30/2033

Corporate headquarters, lab and innovation(1)

El Segundo, CA

220,591

11/30/2033

International:

Production of woven protein and dry blend flavor systems

Enschede, the Netherlands

46,000

Owned

Production of woven protein and finished goods

Jiaxing, China

38,000

9/09/2027

Warehousing(2)

Enschede, the Netherlands

80,040

1/31/2029

Research and development

Shanghai, China

12,000

1/11/2030

Production of woven protein and finished goods(3)

Jiaxing, China

38,000

9/09/2027

______________

(1) As of December 31, ~~2024~~2025, Phase 1-A and Phase 1-B consisting of approximately 142,000 rentable square feet has been completed and delivered to the Company. ~~See~~In ~~Note~~May 102025, ~~Commitments~~we entered into the Second Amendment, which provided for, among other things, the surrender of approximately 61,556 rentable square feet of the existing premises and ~~Contingencies~~continued leasing of approximately 220,519 rentable square feet of the existing premises under the Campus Lease, In July 2025, we entered into the Varda Sublease which provided for the sublease of approximately 54,749 rentable square feet of our retained premises subject to the Campus Lease. See Note 5, Leases—Varda Sublease, to the Notes to Consolidated Financial Statements included elsewhere in this report.

In 2022, we entered into an agreement to purchase certain property on a neighboring site to our manufacturing facility in Europe located in Enschede, the Netherlands, for cash consideration of approximately €6.3 million, of which a €0.9 million deposit was made during 2022. Given our intention to reduce our overall operating expenses and cash expenditures, on February 2, 2024, we terminated the purchase agreement and entered into a lease agreement with the subsequent purchaser of the property to lease the approximately 114,000 square foot property, which is being used as a warehouse. 70

59(2)In 2022, we entered into an agreement to purchase certain warehousing property on a neighboring site to our manufacturing facility in Europe located in Enschede, the Netherlands, for cash consideration of approximately €6.3 million. Given our intention to reduce our overall operating expenses and cash expenditures, on February 2, 2024, we terminated the purchase agreement and entered into a lease agreement with the subsequent purchaser of the property (the “Enschede Property Lease”) to lease the property. See Note 5, Leases—Enschede Property, to the Notes to Consolidated Financial Statements included elsewhere in this report.

(3)As part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our operational activities in China, which ceased as of the end of 2025. In addition, as a result of management finalizing its decision to cease our operations in China indefinitely, we completed an evaluation of our property, plant and equipment in China. Upon valuation of these assets by a third party, assets that were determined to be not salable were fully depreciated, while assets that were determined salable were recorded at estimated fair value, less estimated costs to sell, resulting in non-cash charges of $1.5 million in accelerated depreciation recorded in cost of goods sold and $3.4 million in loss on write-down of assets held for sale recorded in operating expenses in the fourth quarter of 2025.

The lease on our 26,000 square foot facility in Columbia, Missouri, used for the production of woven protein and dry blend favor systems, expired in 2025. In connection with the expiration, we incurred restoration costs of approximately $0.6 million in 2025. The operations previously conducted at this facility were consolidated into our other facilities in Columbia, Missouri.

ITEM 3. LEGAL PROCEEDINGS.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business. The Company establishes 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 1012, Commitments and Contingencies—Litigation, to the Notes to Consolidated Financial Statements included elsewhere in this report. Although ~~the~~it ~~outcome~~is ofreasonably ~~these~~possible ~~and~~that ~~other~~actual ~~claims~~losses ~~cannot~~could be ~~predicted~~in ~~with~~excess ~~certainty,~~of ~~other~~the ~~than~~Company’s accrual, the ~~settlement~~Company is unable to estimate a reasonably possible loss or range of ~~certain~~loss ~~actions,~~in ~~management~~excess isof ~~not~~its ~~currently~~accrual, ~~able~~due to ~~estimate~~various reasons, including, among others, that: (i) the ~~reasonable~~proceedings ~~possible~~are ~~amount~~in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of ~~loss~~these matters, (iii) damages, if asserted, are considered unsupported and/or ~~range~~exaggerated, (iv) there is uncertainty as to the outcome of ~~loss~~pending appeals, motions or settlements, (v) there are significant factual issues to be resolved, and/or ~~does~~(vi) ~~not~~there ~~believe~~are ~~that~~novel itlegal issues or unsettled legal theories presented. It is ~~probable~~not ~~that~~possible to predict the ultimate ~~resolution~~outcome of ~~the~~all ~~current~~pending legal proceedings, and some of the matters ~~will~~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 ~~adverse~~ effect on ~~our~~the Company’s business, financial condition, results of operations or cash flows. ~~However,~~The ~~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.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock began trading on the Nasdaq Global Select Market under the symbol “BYND” on May 2, 2019. Prior to that date, there was no public trading market for our common stock.

below the minimum $1.00 per share required for continued listing on the Nasdaq pursuant to Nasdaq Listing Rule 5450(a)(1). The Nasdaq deficiency notice has no immediate effect on the listing of our common stock, and our common stock will continue to trade on The Nasdaq Global Select Market under the symbol “BYND” at this time. We intend to monitor the closing bid price of our common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

In addition, on April 6, 2026, we received an expected deficiency letter (the “Notice”) from Nasdaq notifying us that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the failure to timely file this report, as required for continued listing on The Nasdaq Global Select Market. The Notice has no immediate effect on the listing or trading of our common stock. The Notice indicated that the Company must, no later than June 5, 2026, submit a plan to regain compliance with respect to the filing requirement. However, as a result of filing this report, we believe we have regained compliance with the Nasdaq Listing Rule, which eliminates the need for us to submit a formal plan to regain compliance.

Holders

As of ~~March~~April 47, ~~2025~~2026, there were ~~149~~154 holders of record of our common stock. This number does not include beneficial owners whose shares are held by nominees in street name.

Dividends

The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock.

6072

Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The following graph depicts the total cumulative stockholder return on our common stock from December 31, ~~2019~~2020 through December 31, ~~2024~~2025, relative to the performance of the NASDAQ Composite Index and the S&P Food and Beverage Select Industry Index, a peer group that includes Beyond Meat. The graph assumes an initial investment of $100.00 at the close of trading on December 31, ~~2019~~2020 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.

ITEM 6. [RESERVED]

6173

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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, and Note Regarding Forward-Looking Statements included elsewhere in this report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this report.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this ~~document~~report generally discusses ~~2024~~2025 and ~~2023~~2024 items and year-to-year comparisons between ~~2024~~2025 and ~~2023~~2024. Discussions of ~~2022~~2023 items and year-to-year comparisons between ~~2023~~2024 and ~~2022~~2023 that are not included in this ~~document~~report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024.

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 ~~build~~seek ~~meat~~to ~~directly~~deliver ~~from~~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 meat to plant-based meat, 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 December ~~2024~~2025, Beyond Meat branded products were available ~~at approximately 129,000 retail and foodservice outlets in more than 65 countries worldwide,~~ across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools., ~~The~~with ~~number~~certain of ~~retail~~our ~~and foodservice outlets where Beyond Meat branded~~ products ~~are~~ available ~~was~~generally ~~derived~~for ~~from~~a ~~rolling~~limited ~~52-week~~time ~~data~~exclusively asthrough ofour ~~December~~Beyond ~~2024~~Test ~~and~~Kitchen ~~excludes~~DTC ~~outlets unique to Beyond Meat Jerky~~channel, which we ~~discontinued~~launched in ~~2024~~the asfourth ~~part~~quarter of ~~our Global Operations Review~~2025.

~~Net~~As ~~revenues~~the ~~decreased~~demand tofor ~~$326.5~~plant-based ~~million in~~meat ~~2024~~products ~~from~~has ~~$343.4~~continued ~~million~~to indecline ~~2023,~~persistently ~~representing~~over athe ~~4.9%~~past ~~decrease.~~three Weyears, we have ~~generated~~continued ~~losses~~to ~~since~~adjust ~~inception.~~to ~~Net~~the ~~loss~~changing inmarket ~~2024~~landscape and ~~2023~~evolving ~~was~~patterns ~~$160.3~~in ~~million~~consumer ~~and~~demand ~~$338.1 million,~~to ~~respectively,~~position asBeyond ~~weak~~Meat ~~demand,~~for ~~driven~~long-term bygrowth. ~~prolonged~~In ~~softness~~addition into ~~demand~~our incost-cutting ~~the~~initiatives, ~~category~~discussed ~~and~~in ~~for~~more ~~our~~detail ~~products~~below, inwe ~~certain~~have ~~channels~~taken ~~and~~steps ~~regions~~to ~~and~~broaden ~~increased~~our ~~competition~~distribution channels, ~~among~~including ~~other~~direct-to-consumer ~~things~~sales, ~~resulted~~optimize inour ~~declines~~distributor inrelationships ~~our~~and ~~net~~seek ~~revenues~~more ~~that~~effective weconsumer ~~were~~input ~~unable~~to enable us to ~~offset~~respond ~~with~~to ~~commensurate~~shifts ~~cost~~in ~~reductions~~consumer preferences. ~~Our~~For ~~operating~~example, ~~environment~~we ~~continues~~launched toour beBeyond ~~affected~~Test byKitchen ~~uncertainty~~DTC ~~related~~platform, toin ~~macroeconomic~~the ~~issues,~~fourth ~~including~~quarter ~~ongoing~~of 2025, ~~further~~giving ~~weakened~~consumers ~~demand~~early inaccess ~~the~~to new plant-based ~~meat~~protein ~~category~~products, ~~inflation,~~generally ~~higher~~for ~~interest~~a ~~rates~~limited time, ~~current~~which allows us to test new products directly with consumers and ~~proposed~~obtain ~~future~~consumer ~~tariffs,~~feedback and make adjustments before investing in potential ~~recessionary~~broader ~~concerns~~product release. We have also sought to further simplify and improve the quality of product ingredients, ~~among~~including ~~other~~with ~~things~~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, ~~all~~a plant-based protein beverage. With the completion of ~~which~~the Exchange Offer in October 2025, we have ~~had~~also restructured our debt, and ~~could~~we ~~continue~~are continuing to ~~have~~impose ~~unforeseen~~operating ~~impacts~~discipline onthroughout our ~~actual~~company. ~~realized~~We ~~results.~~continue Into ~~recent~~focus ~~periods,~~on expanding our ~~net~~share ~~revenues,~~of ~~gross~~the ~~profit,~~market ~~gross~~for ~~margin~~plant-based meat products, ~~earnings~~particularly in select markets and ~~cash~~geographies ~~flows~~where ~~have~~we ~~been~~see ~~adversely~~both ~~impacted~~short- byand ~~the~~long-term ~~following~~opportunities for growth, ~~each~~as ofwell ~~which~~as ~~may~~where ~~continue~~we believe we can position ourselves as the go-to ~~impact~~provider ~~our~~of ~~business~~healthy and ~~financial~~desirable ~~condition~~plant-based inmeats ~~the~~and ~~future:~~other plant-based products.

~~•unfavorable~~Net ~~changes~~revenues indecreased ~~our~~to ~~product~~$275.5 ~~sales~~million in ~~mix,~~2025 ~~including~~from ~~the~~$326.5 ~~launch~~million ofin ~~new products~~2024, ~~which~~representing ~~may carry lower margin profiles relative to existing products, increased sales generally carrying~~ a ~~lower~~15.6% ~~selling~~decrease. ~~price~~We ~~per~~have ~~pound as~~ a ~~percentage~~history of ~~our~~losses ~~total~~and ~~sales~~negative tocash ~~strategic~~flows ~~QSR~~from ~~customers,~~operating ~~and~~activities. ~~lower~~We ~~demand~~have ~~for~~experienced ~~our core products;~~

net losses in almost every period since our inception. Although we recorded net income of $219.0 million in 2025, primarily driven by the gain on debt restructuring, net of exchange fees, of $548.7 million resulting from the Exchange Offer, we incurred loss from operations of $333.6 million in 2025 (compared to loss from operations of $156.1 million and $341.9 million, in 2024 and 2023, respectively) and net losses of $160.3 million and $338.1 million in 2024 and 2023, 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. In 2025, 2024 and 2023, we incurred negative cash flows from operating activities of $144.9 million, $98.8 million and $107.8 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 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 escalating armed conflict in the Middle East involving the United States, Israel and 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 uncertain 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 percentage of our total sales, which generally carry a lower selling price per pound, and lower demand for our core products;

•continued weak demand and its resultant impact on our sales due to slower category growth, particularly for refrigerated plant-based meat;

62•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 escalating armed conflict in the Middle East involving the United States, Israel and Iran, and its impact on the surrounding areas and global economy, a potential recession, the shutdown 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 ~~our~~ongoing ~~ability~~regulatory touncertainty ~~successfully~~about ~~launch~~labeling ~~extended~~and ~~shelf-life~~marketing ~~products~~practices, which could negatively impact our ability to expand distribution of our products;

•the impact of ~~high inflation and~~ the plant-based meat sector’s premium pricing relative to animal protein, which ~~have~~has caused and could continue to cause consumers to avoid plant-based meat or trade down into cheaper forms of protein, including animal meat, beans 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 ~~costs~~cost of goods sold per ~~unit~~pound, 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, driving less leverage on fixed costs and delaying the speed at which cost savings initiatives positively impact our financial results;

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, such as price increases of certain of our products in our U.S. retail and foodservice channels that we implemented in 2024;

•increased ~~unit~~ 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

•labor needs at the Company as well as 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 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.

ToIn ~~reduce operating expenses, in November~~ 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 ~~such as Beyond Meat Jerky~~; 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 ~~disposals~~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; ~~planned~~workforce ~~and future~~ reductions ~~in our workforce~~; and the ~~planned~~cessation ~~suspension~~ of our operational activities in China in 2025.

63As part of this review, on November 1, 2023, our board of directors approved a plan to reduce our workforce by approximately 65 employees, representing approximately 19% of our global non-production workforce (or approximately 8% of our total global workforce) (the “November 2023 RIF”). This decision was based on cost-reduction initiatives intended to reduce operating expenses. In 2023, we incurred one-time cash charges of approximately $1.8 million in connection with the November 2023 RIF, primarily consisting of notice period and severance payments, employee benefits and related costs. These charges were incurred in the fourth quarter of 2023, and the November 2023 RIF was substantially complete by the end of 2023.

AsOn ~~part~~February ~~of this review~~24, ~~on November 1~~2025, ~~2023,~~ our board of directors approved a plan to reduce our workforce in North America and the EU by approximately 6544 employees, representing approximately 1917% of our global non-production workforce (or approximately 86% of our total global workforce) (the “February 2025 RIF”). The decision was based on cost-reduction initiatives intended to reduce operating expenses. In 2025, we recorded one-time cash

~~The following table summarizes the non-cash charges recorded in our consolidated statement of operations for the year ended December 31, 2023 as part of our Global Operations Review:~~76

(in thousands)	2023
Non-cash charges recorded in cost of goods sold:
Incremental provision for excess and obsolete inventory(1)	$	38,045
Accelerated depreciation on planned write-offs or disposals of fixed assets(2)	23,860
Write-off of prepaid raw materials cost	5,000
Total non-cash charges recorded in cost of goods sold	$	66,905
Non-cash charges recorded in operating expenses :
Accelerated depreciation on planned write-offs or disposals of fixed assets recorded in research and development expenses	$	962
Loss on sale and write-down of fixed assets recorded in SG&A expenses to fair value	16,639
Total non-cash charges recorded in operating expenses	$	17,601
Total	$	84,506

charges of approximately $1.2 million in connection with the 2025 February RIF, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees and contract termination costs. The February 2025 RIF was substantially complete as of the end of the third quarter of 2025.

~~(1)~~In ~~Includes~~addition, ~~$16.5 million~~as ~~associated~~part ~~with~~of ~~Beyond~~our ~~Meat~~Global ~~Jerky~~Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our operational activities in China, which ceased as of the end of 2025. As part of ~~our~~this ~~Global~~plan, ~~Operations~~we ~~Review,~~reduced our workforce in ~~2023~~China by approximately 20 employees, werepresenting ~~made~~approximately 95% of our China workforce (or approximately 3% of our total global workforce) (the “China RIF”). The decision to ~~discontinue~~suspend our operational activities in China was based on cost-reduction initiatives intended to reduce operating expenses. In 2025, we recorded one-time cash charges of approximately $0.4 million in connection with the ~~Beyond~~China ~~Meat~~RIF, ~~Jerky~~primarily ~~product~~consisting ~~line~~of severance payments, employee benefits and ~~discontinued~~related itcosts, in ~~2024~~all cases, provided to departing employees, and contract termination costs. The China RIF was substantially complete as of the end of the third quarter of 2025.

~~(2)~~In ~~Includes~~addition, as a result of our decision to suspend our operational activities in China, we have recorded $3.6.4 million in accelerated depreciation related to the reassessment of useful lives of certain assets in the year ended December 31, 2025. Furthermore, for the year ending December 31, 2026, we expect to record approximately $2.2 million ~~associated~~in ~~with~~accelerated ~~Beyond~~depreciation ~~Meat~~for ~~Jerky~~our ~~fixed~~remaining leasehold improvement assets in China. The calculation of the charges we estimate are subject to uncertainties and based on a number of assumptions, including applicable legal requirements and asset disposition plans; the actual charges incurred may differ from the estimates disclosed above.

On ~~February~~August 246, 2025, ~~our~~management ~~board of directors~~ approved a plan to reduce our workforce in North America ~~and the EU~~ by approximately 4440 employees, representing approximately 175% of our ~~global non-production workforce (or approximately 6% of our~~ total global workforce) (the “August 2025 RIF”). ~~The~~This decision was based on cost-reduction initiatives intended to reduce cost of goods sold and operating expenses. In 2025, we recorded one-time cash charges of approximately $1.1 million in connection with the August 2025 RIF, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees. In aggregate, the August 2025 RIF is expected to result in approximately $5.0 million to $6.0 million in cash compensation expense savings, and an additional approximately $0.5 million to $1.0 million in non-cash savings related to previously granted, unvested stock-based compensation that would have been earned over the twelve months following the August 2025 RIF. The August 2025 RIF was substantially complete as of the end of the third quarter of 2025.

In ~~addition~~the fourth quarter of 2025, asthrough ~~part~~our Transformation Office led by our interim Chief Transformation Officer, we accelerated the work of our Global Operations Review, onand ~~February~~implemented 24further actions intended to, ~~2025~~among other things, ~~our~~position ~~board~~the business for a more fundamental resizing of ~~directors~~operating ~~approved~~expenses, adrive ~~plan~~margin torecovery, ~~suspend~~including through targeted investments in our ~~current~~facilities ~~operational~~and ~~activities~~supply inchain ~~China~~cost-reductions, ~~which~~reduce ~~are~~inventory ~~estimated~~and toassociated ~~cease~~carrying bycosts through SKU rationalization and the ~~end~~discontinuation of certain product lines, and preserve cash and monetize non-strategic or idle assets. In connection with these actions, in the ~~second~~fourth quarter of 2025, we recorded an incremental provision for excess and obsolete inventory in the amount of $2.4 Asmillion ~~part~~as a result of ~~this~~SKU ~~plan~~rationalization and the decision to discontinue certain product lines. In addition, we ~~are~~identified ~~reducing~~certain property, plant and equipment that was no longer deemed core to our ~~workforce~~strategic inobjectives ~~China~~or byrequired ~~approximately~~for 20our ~~employees~~future operations and recorded these assets at estimated fair value, ~~representing~~less ~~approximately~~estimated ~~95%~~costs ofto ~~our~~sell, ~~China~~in ~~workforce~~Assets ~~(or~~held ~~approximately~~for 3%sale ofin our ~~total~~consolidated ~~global~~balance ~~workforce)~~sheet ~~(the~~as ~~“China~~of ~~RIF”).~~December ~~The~~31, ~~decision~~2025, ~~was~~resulting ~~based~~in non-cash charges of $45.6 million in loss on ~~cost~~write-~~reduction~~down ~~initiatives~~of ~~intended~~assets toheld ~~reduce~~for sale recorded in operating expenses in the fourth quarter of 2025.

~~See~~In ~~Note~~addition, 15as a result of management finalizing its decision to cease our operations in China indefinitely, ~~Subsequent~~we ~~Events~~also completed an evaluation of our property, plant and equipment in China. Upon valuation of these assets by a third party, assets that were determined to ~~the~~be ~~Notes~~not salable were fully depreciated, while assets that were determined salable were recorded at estimated fair value, less estimated costs to ~~Consolidated~~sell, ~~Financial~~in ~~Statements~~Assets ~~included~~held ~~elsewhere~~for sale in ~~this~~our ~~report~~consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $1.5 million in accelerated depreciation recorded in cost of goods sold and $3.4 million in loss on write-down of assets held for

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. See Part I, Item 1A. Risk Factors—Risks Related to Our Business—Our strategic initiatives to 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 and/or sustaining our profitability and financial performance objectives.77

64sale recorded in operating expenses in the fourth quarter of 2025. Furthermore, for the year ending December 31, 2026, we expect to record approximately $2.2 million in accelerated depreciation for our remaining leasehold improvement assets in China unrelated to the assets held for sale noted above. See Note 7, Property, Plant and Equipment, to the Notes to Consolidated Financial Statements included elsewhere in this report.

The following table summarizes the non-cash charges recorded in our consolidated statement of operations in 2025 as a result of the cessation of our operational activities in China:


(in thousands)	2025
Cost of goods sold:
Inventory write-offs	$	260
Accelerated depreciation	5,575
Research and development expenses:
Accelerated depreciation	915
SG&A expenses:
Loss on write-down and write-off of assets	3,712
Total	$	10,462

The following table summarizes the non-cash charges recorded in our consolidated statement of operations in 2025 as part of our Global Operations Review.


(in thousands)	2025
Non-cash charges recorded in cost of goods sold:
Incremental excess and obsolescence provision arising from strategic decisions(1)	$	6,672
Expenses related to cessation of operational activities in China	5,835
Total non-cash charges recorded in cost of goods sold	$	12,507
Non-cash charges recorded in operating expenses:
Loss on write-down of assets held for sale(2)	$	48,987
Expenses related to cessation of operational activities in China	1,272
Total non-cash charges recorded in operating expenses	50,259
Total	$	62,766

_________

(1) Includes an incremental provision for excess and obsolete inventory recorded in the fourth quarter of 2025 in the amount of $2.4 million as a result of SKU rationalization and the decision to discontinue certain product lines.

(2) Includes $45.6 million in loss on write-down of assets held for sale relating to certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations and $3.4 million in loss on write-down of assets held for sale in connection with the cessation of our operational activities in China.

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. See Part I, Item 1A , Risk Factors—Risks Related to Our Business—Our strategic initiatives to optimize 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 and/or sustaining our profitability, cash flow and financial performance objectives.

Impairment of Long-Lived Assets

In the three months ended September 27, 2025, the following triggering events indicated that the carrying amount of our long-lived assets may not be fully recoverable:

•lower than expected performance in the third quarter of 2025;

•a sustained decline in our stock price, resulting in a decrease in market capitalization; and

•our determination in the third quarter of 2025 that the ongoing softness in the plant-based meat category is likely to persist longer than previously anticipated.

We performed a quantitative assessment in accordance with ASC 360 and concluded that an impairment of our long-lived assets existed as of September 27, 2025. As a result of this assessment, we recorded an impairment loss of $51.3 million (as corrected; see Item 9B, Other Information, included elsewhere in this report) related to our long-lived assets in the third quarter of 2025, including (a) $35.8 million for Property, plant and equipment, net, (b) $0.9 million for Operating lease right-of-use assets, and (c) $14.6 million for Prepaid lease costs, non-current. The impairment loss is included in Loss from impairment of long-lived assets in our consolidated statement of operations for the year ended December 31, 2025. During the fourth quarter of 2025, we completed our annual assessment of our long-lived assets and determined that there were no additional indicators of impairment to the remaining carrying amounts of our long-lived assets. See Note 2, Summary of Significant Accounting Polices—Impairment of Long-Lived Assets, and Note 8, Impairment of Long-Lived Assets, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Correction of Previously Issued Interim Condensed Consolidated Financial Statements

In the process of completing its fourth quarter and year-end 2025 financial close procedures, and in addition to the previously identified material weakness disclosed in the quarterly report on Form 10-Q for the quarter ended September 27, 2025, the Company determined that a material weakness in internal control over financial reporting existed as of December 31, 2025, related to controls associated with the accounting for its inventory provision, including amounts recorded for the provision for excess and obsolete inventory. See Item 9A, Control and Procedures, included elsewhere in this report. As part of its fourth quarter and year-end financial close procedures, and in reviewing the impact of the identified material weaknesses on the Company’s financial statements, the Company identified certain errors related to its previously issued interim condensed consolidated financial statements for 2025. Specifically, for the first three quarters of 2025, the errors resulted in an understatement of cost of goods sold and certain selling, general and administrative expenses, and an overstatement of loss from impairment of long-lived assets in the third quarter of 2025. Management believes that the errors are immaterial to the previously issued quarterly condensed consolidated financial statements for the first three quarters of 2025. See Part II, Item 9B, Other Information, included elsewhere in this report.

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 exclusively 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 direct-to-consumer sales) and, sales to TPP (as defined below)(1)(2)
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

_____________

(1)Net revenues associated with Beyond Meat Jerky sold to the Planet Partnership, LLC (“TPP”) in the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were $0, $~~5.3~~0 ~~million~~ and $~~33.~~5.3 million, respectively. As part of our Global Operations Review, in 2023, we made the decision to discontinue the Beyond Meat Jerky product line and discontinued it in 2024.

(2)Includes net revenues from ingredient sales. Net revenues from ingredient sales in the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, were $20.4 million, $02.84 million and $0.8 million, respectively.

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:

•~~increased~~the level of penetration across our retail channel, including mainstream grocery, mass merchandiser, club store and natural retailer channels, and our foodservice channel, including ~~increased~~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, 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 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;

•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 direct-to-consumer (DTC) sales efforts, including through our Beyond Test Kitchen platform, and promotional programs at attracting new users to the plant-based meat category;

•~~increased~~ 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 intrinsics and compelling macronutrients;

65•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

•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;80

~~•investment~~category, inamplify ~~in-store~~our ~~execution~~value proposition around taste, health and ~~field~~planet, ~~resources~~serve ~~focused~~as ona ~~shelf~~best-in-class ~~availability~~partner to both retail and ~~presentation,~~foodservice ~~particularly~~customers into ~~the~~support ~~U.S.~~product ~~refrigerated~~development ~~meat~~and ~~case~~category management, toand drive ~~increased~~consumer ~~sales~~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 several challenges, including, ~~prolonged~~but not limited to, ongoing, further weakened demand within the plant-based meat category ~~overall~~and for our products, adverse changes in consumer tastes and perceptions about plant-based meat, broad macroeconomic headwinds, including ~~elevated levels of~~ 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, ~~and~~ global events such as the ongoing war inbetween Russia and Ukraine and the escalating armed conflict in ~~Israel~~the Middle East involving the United States, ~~Gaza~~Israel and 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.

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 $6.82 million and $6.98 million as of December 31, ~~2024~~2025 and ~~2023~~2024, 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, especially as additional plant-based meat product brands continue to enter the marketplace and the competitive landscape continues to evolve, including due to industry consolidation or realignment, and if consumers continue to trade down ~~among~~into ~~proteins~~cheaper informs ~~the~~of ~~context~~protein, ofincluding ~~significant~~animal ~~inflationary~~meat, ~~pressure~~beans and other non-animal protein sources. In response, we expect 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 ~~scale back overall trade spending and~~ continue to build brand awareness and increase consumer trials of our products.

In addition, because we do not have any purchase commitments from our distributors or customers, the amount of net revenues we recognize has varied and will vary in the future, from period to period depending on the volume, timing and channels through which our products are sold, and the impact of customer orders ahead of holidays, causing variability in our results. Similarly, the timing of retail shelf resets are not within our control, and to the extent that retail customers change the timing of such events, variability of our results may also increase. Lower customer orders ahead of holidays, shifts in customer shelf reset activity and changes in order patterns of one or more of our large retail customers could cause a significant fluctuation in our quarterly results and could have a disproportionate effect on our results of operations for the entire fiscal year.

Our financial performance also depends on our operational effectiveness and ability to fulfill orders in full and on time. Disruptions in our supply chain could affect customer demand, resulting in orders that may not ~~materialize due to delayed deliveries and subsequent lost sales that we may not be able to recover in full, or at all.~~

materialize due to delayed deliveries and subsequent lost sales that we may not be able to recover in full, or at all.

Further, we may not be able to recapture missed opportunities in later periods, for example if the opportunity is related to a significant grilling holiday like Memorial Day weekend, the Fourth of July, or Labor Day weekend. Missed opportunities may also result in missing subsequent additional opportunities. Internal and external operational issues therefore may impact the amount and variability of our results.

Seasonality

Generally, we expect to experience greater demand for certain of our products during the U.S. summer grilling season. In ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, U.S. retail channel net revenues during the second quarter were 215%, 1021% and 1610% higher than the first quarter, respectively. While we expected to continue to see additional seasonality effects in 2024, as compared to 2023, we saw more muted effects from seasonality in the third quarter of 2024 as compared to the prior-year periods and the second quarter of 2024, reflecting, in part, pricing actions in our U.S. retail and foodservice channels. 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;

•reviewing and adjusting our pricing architecture within certain channels;

•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;

•product and process innovations and reformulations; ~~and~~

•improved supply chain logistics and distribution costs.;

~~Gross~~•optimization ~~margin~~of ~~improvement~~assortment ~~may,~~offerings ~~however,~~through ~~continue~~selected toretailers bewith ~~negatively~~emphasis ~~impacted~~on byhigher ~~reduced~~margin ~~capacity utilization if demand for our~~ products ~~continues to decline, investments in our production infrastructure in~~ ;

67•enhanced controls, systems monitoring and management controls over trade spend investments; and

~~advance~~•reviewing ~~of anticipated demand, which may not materialize within the expected timeframe, investment in production personnel, partnerships~~ and ~~product~~adjusting pipeline, aggressive pricing strategies and increased discounting, increases in inventory provision, write-down or write-off of 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, and underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines~~architecture. ~~Gross margin improvement is also expected to continue to be negatively impacted by the impact of inflation and increasing labor costs, materials costs and transportation costs.~~

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, and 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 ~~expenses~~expense on research and development assets, and facility lease costs. Our research and development efforts are focused on enhancements to our existing ~~product~~products ~~formulations~~ and production processes in addition to the development of new products. WeAlthough we expect to continue to invest in research and development over time, ~~as research and development and innovation are core elements of our business strategy, and~~ we ~~believe they represent a critical competitive advantage for us. We believe that we need to continue to innovate in order to capture a larger share of consumers who typically eat animal-based meats. We~~ decreased our research and development expenses in ~~2024~~2025 and expect research and development expenses in ~~2025~~2026 to decrease compared to the levels in ~~2024~~2025 as we continue to focus on reducing and optimizing operating expenses more broadly.

~~Selling, General and Administrative (“~~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 ~~sale and~~ write-down of ~~fixed~~ 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 ~~our~~ brand awareness. ~~Administrative~~Marketing ~~expenses~~and ~~include~~selling expenses ~~related~~also toinclude ~~management,~~payments ~~accounting,~~to ~~legal,~~customers ITfor ~~and~~which ~~other~~the ~~office~~customer ~~functions.~~provides Wea ~~decreased~~distinct ~~SG&A~~good ~~expenses~~or inservice ~~2024 and expect SG&A expenses in 2025~~ to ~~decrease further from~~ the ~~levels~~Company. inAdministrative ~~2024,~~expenses asinclude weexpenses ~~continue~~related to ~~focus~~management, onaccounting, ~~reducing~~legal, IT and ~~optimizing~~other ~~operating~~office ~~expenses more broadly~~functions, including asaccruals ~~part~~for oflegal ~~the~~matters ~~implementation~~when ofthose ~~lean~~matters ~~value~~present ~~streams~~loss ~~across~~contingencies ~~our~~that ~~beef,~~are ~~pork~~both probable and ~~poultry platforms~~estimable.

~~Reductions-In-Force~~Our operating expenses (as well as capital expenditures) may continue to increase as we innovate and ~~Suspension~~commercialize products; build our brand, seek to expand our distribution and marketing channels and drive consumer adoption of ~~Operational~~our ~~Activities~~products; inoptimize ~~China~~our production capacity through our own internal production

On November 1, 2023, our board of directors approved a plan to reduce our workforce by approximately 65 employees, representing approximately 19% of our global non-production workforce (or approximately 8% of our total global workforce). This decision was based on cost-reduction initiatives intended to reduce operating expenses. In 2023, we incurred one-time cash charges of approximately $1.8 million in connection with the reduction-in-force, primarily consisting of notice period and severance payments, employee benefits and related costs. These charges were incurred in the fourth quarter of 2023, and the reduction-in-force approved by our board of directors in November 2023 was substantially complete by the end of 2023. 83

Onfacilities, ~~February~~domestically ~~24,~~and ~~2025,~~abroad; support our ~~board~~strategic and other QSR customer relationships; continue building out and optimizing our facilities, including the timing and success of ~~directors~~surrendering, ~~approved~~subleasing, assigning or otherwise transferring, developing or repurposing the ~~2025~~remaining ~~RIF.~~used Weand ~~currently~~excess ~~estimate~~leased ~~that~~space weor ~~will~~negotiating ~~incur~~additional ~~one-time~~partial ~~cash~~lease ~~charges~~terminations ofat ~~approximately~~our ~~$1.0~~Campus ~~million~~Headquarters on terms advantageous to $1us 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.5 ~~million~~These efforts may prove more expensive than we anticipate, and we may not succeed in ~~connection~~increasing ~~with~~our revenues and margins sufficiently to offset the ~~2025~~resulting ~~RIF~~higher expenses, ~~primarily~~particularly ~~consisting~~in light of ~~severance~~some ~~payments~~of the other challenges we face, ~~employee~~for ~~benefits~~example ongoing and ~~related~~persistent ~~costs,~~declines in ~~all~~demand ~~cases~~in the plant-based meat category and for our products, ~~provided~~and tobroad ~~departing~~macroeconomic ~~employees~~headwinds. We ~~expect~~incur ~~that~~significant ~~the~~expenses ~~majority~~in developing our innovative products, building out our facilities, securing an adequate supply of ~~these~~raw ~~charges~~materials, ~~will~~obtaining beand ~~incurred~~storing iningredients and other products, and marketing the ~~first~~products ~~quarter~~we offer. The development of ~~2025~~new products may require significant expenditure before we generate substantial revenue from such products, ~~subject~~and tothere ~~applicable~~is ~~legal~~no ~~requirements~~guarantee that new products that we develop will be successful. In addition, ~~which~~many ~~may~~of ~~delay~~our expenses, including some of the ~~time~~costs ~~these~~associated ~~charges~~with ~~will~~our existing and any future manufacturing facilities, are fixed. Accordingly, we may not be ~~incurred~~able ~~beyond~~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.

68Loss on Write-down of Assets Held for Sale

~~end~~We ofclassify ~~the~~long-lived ~~first~~assets ~~quarter~~determined ofto ~~2025.~~be ~~The~~sold ~~calculation~~as ofheld ~~the~~for ~~charges~~sale wein ~~estimate~~the weperiod ~~will~~in ~~incur~~which ~~are~~all ~~subject~~specified toGAAP ~~uncertainties~~criteria ~~and~~are ~~based~~met. onWe ainitially ~~number~~measure ofassets ~~assumptions,~~classified ~~including~~as ~~applicable~~held ~~legal~~for ~~requirements;~~sale ~~the~~at ~~actual~~estimated ~~charges~~fair ~~incurred~~value, ~~may~~less ~~differ~~estimated ~~from~~costs ~~the~~to ~~estimate disclosed above~~sell. InAny ~~aggregate,~~loss ~~the~~resulting ~~2025~~from ~~RIF,~~this ~~combined~~measurement ~~with~~is ~~the~~recognized ~~elimination~~in ~~of certain open positions and changes to~~ the ~~executive~~period ~~leadership team, is expected to result~~ in ~~approximately~~which ~~$5.5~~the ~~million~~held tofor ~~$6.5~~sale ~~million~~criteria inare ~~cash~~met ~~compensation~~and ~~operating~~are ~~expense~~recorded ~~savings~~ in ~~2025,~~Loss ~~and~~on anwrite-down ~~additional~~of ~~approximately~~assets ~~$1.0~~held ~~million~~for tosale ~~$1.5 million~~ in ~~non-cash~~our ~~savings~~consolidated instatements ~~2025~~of ~~related to previously granted~~operations, ~~unvested~~if ~~stock-based compensation that would have vested in 2025~~applicable.

In addition, in furtherance of this goal and as part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our current operational activities in China, including the China RIF.

In connection with the suspension of our current operational activities in China, including the China RIF, we currently estimate that we will incur one-time cash charges of approximately $0.5 million to $1.0 million, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees, and contract termination costs. We expect that the majority of these charges will be incurred in the first quarter of 2025, subject to applicable legal requirements, which may delay the time these charges will be incurred beyond the first quarter of 2025. In aggregate, the China RIF is expected to result in approximately $0.5 million to $1.0 million in cash compensation operating expense savings in 2025.

In addition, we currently estimate that we will incur one-time non-cash charges of approximately $12.0 million to $17.0 million, primarily related to accelerated depreciation and impairment charges and other write-downs on certain fixed assets in China. We expect that the majority of these charges will be incurred in the first quarter of 2025. The calculation of the charges we estimate we will incur are subject to uncertainties and based on a number of assumptions, including applicable legal requirements and asset disposition plans; the actual charges incurred may differ from the estimates disclosed above.

See Note 15, Subsequent Events, to the Notes to Consolidated Financial Statements included elsewhere in this report. Also see Part I, Item 1A. Risk Factors—Risks Related to Our Business—Our strategic initiatives to 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 and/or sustaining our profitability and financial performance objectives.

Restructuring Expenses

In 2017, management approved a plan to terminate an exclusive supply agreement with one of our co-manufacturers. On October 18, 2022, the parties entered into a confidential written settlement agreement and mutual release in connection with this matter. See Note 34, Restructuring, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Results of Operations

The following table sets forth selected items in our consolidated statements of operations for the respective periods presented:

	Year Ended December 31,
(in thousands)		~~2024~~2025		~~2023~~2024		~~2022~~2023
Net revenues		$	~~326~~275,~~452~~496	$	~~343~~326,~~376~~452	$	~~418~~343,~~933~~376
Cost of goods sold		~~284~~267,~~753~~850		~~426~~284,~~031~~753		~~442~~426,~~676~~031
Gross profit (loss)		417,~~699~~646		~~(82~~41,~~655)~~699		(2382,~~743~~655)
Research and development expenses		2823,~~149~~235		3928,~~530~~149		6239,~~264~~530
Selling, general and administrative expenses		~~169~~217,~~674~~757		~~220~~169,~~344~~674		~~239~~203,~~505~~705
Restructuring (income) expenses		—		(631)		17,259
Loss on write-down of assets held for sale		48,987		—		16,639
Total operating expenses		197,823		259,243		319,028
Loss from impairment of long-lived assets		51,288		—		—
Loss from operations		$	(156,124)	$	(341,898)	$	(342,771)
Restructuring expenses		—		—		(631)
Total operating expenses		341,267		197,823		259,243
Loss from operations		$	(333,621)	$	(156,124)	$	(341,898)

The following table presents selected items in our consolidated statements of operations as a percentage of net revenues for the respective periods presented:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net revenues	100.0	%	100.0	%	100.0	%
Cost of goods sold	8797.2		~~124~~87.12		~~105~~124.71
Gross profit (loss)	122.8		~~(24~~12.1)8		(524.71)
Research and development expenses	8.64		118.56		1411.95
Selling, general and administrative expenses	5279.0		6452.20		5759.23
Restructuring (income) expenses	—		(0.2)		4.1
Loss on write-down of assets held for sale	17.8		—		4.8
Total operating expenses	60.6		75.5		76.2
Loss from impairment of long-lived assets	18.6		—		—
Loss from operations	(47.8)	%	(99.6)	%	(81.9)	%
Restructuring expenses	—		—		(0.1)
Total operating expenses	123.8		60.6		75.5
Loss from operations	(121.0)	%	(47.8)	%	(99.6)	%

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

Net Revenues

	Year Ended December 31,	Change
(in thousands)		~~2024~~2025		~~2023~~2024		Amount		%
U.S.:
Retail		$	~~150~~124,~~812~~478	$	~~155~~150,~~240~~812	$	(426,~~428~~334)	(217.95)	%
Foodservice		4738,~~584~~963		5047,~~647~~584		(38,~~063~~621)		(618.01)	%
U.S. net revenues		~~198~~163,~~396~~441		~~205~~198,~~887~~396		(734,~~491~~955)		(317.6)	%
International:
Retail		$	5953,~~783~~166	$	6159,~~723~~783	$	(16,~~940~~617)	(311.1)	%
Foodservice		6858,~~273~~889		7568,~~766~~273		(79,~~493~~384)		(913.97)	%
International net revenues		~~128~~112,~~056~~055		~~137~~128,~~489~~056		(916,~~433~~001)		(612.95)	%
Net revenues		$	~~326~~275,~~452~~496	$	~~343~~326,~~376~~452	$	(1650,~~924~~956)	(415.96)	%

70Net revenues in 2025 decreased $51.0 million, or 15.6%, compared to the prior year, primarily driven by a 15.9% decrease in volume of products sold, partially offset by a 0.4% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand in the U.S. retail and foodservice channels, lower sales of burger products to certain QSR customers in the U.S. and international foodservice channels, and higher trade discounts as well as loss of distribution in the international retail channel. 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.

Net revenues from U.S. retail channel sales in ~~2024~~2025 decreased $1626.93 million, or 417.95%, as compared to the prior year, primarily driven by a 1017.32% decrease in volume of products sold, ~~partially~~and ~~offset by~~ a 50.94% ~~increase~~decrease in net revenue per pound. The decrease in volume of products sold was primarily ~~reflected~~driven by weak category demand and ~~price~~reduced ~~elasticity~~points ~~effects~~of ~~resulting from recent pricing changes~~distribution. The ~~increase~~decrease in net revenue per pound was primarily driven by ~~lower~~higher trade discounts ~~and price increases of certain or our products~~, partially offset by ~~unfavorable~~ changes in ~~foreign currency exchange rates and changes in~~ product sales mix. ~~Net~~U.S. ~~revenues~~retail ~~from~~channel ~~sales~~net ofrevenues ~~Beyond~~in ~~Meat~~2025 ~~Jerky~~included ~~to TPP were~~ $0.4 million in ~~2024~~ingredient sales, as compared to $52.3 4 million in ~~2023,~~ingredient ~~including~~sales ~~the~~in ~~recognition of a $2~~2024.0 ~~million~~By ~~non-refundable~~product, ~~up-front~~the ~~fee~~decrease in ~~2023~~U.S. ~~Net revenues from~~ retail channel ~~sales~~net ~~decreased~~revenues ~~2.9%~~was primarily due to ~~unfavorable~~decreased ~~changes~~sales inof ~~foreign~~Beyond ~~currency~~Burger, ~~exchange~~Beyond ~~rates~~Beef, ~~partially~~Beyond ~~offset~~Sausage, byBeyond ~~lower~~Breakfast ~~trade discounts~~Sausage, ~~changes~~Beyond inMeatballs ~~product sales mix~~ and ~~price~~Beyond ~~increases~~Beef ofCrumbles, ~~certain~~partially ofoffset ~~our~~by ~~products.~~increased ~~Net revenues from foodservice channel~~ sales ~~decreased~~of ~~8.4%,~~Beyond ~~primarily~~Steak ~~due~~and toour ~~lower~~value ~~international~~added ~~foodservice~~meal ~~channel~~line ~~sales~~of ~~primarily reflecting weak category demand~~products.

Net revenues from U.S. retail channel sales in 2024 decreased $4.4 million, or 2.9%, as compared to the prior year, primarily driven by a 12.4% decrease in volume of product sold, partially offset by a 10.8% increase in net revenue per pound. The decrease in volume of products sold primarily reflected weak category demand, price elasticity effects resulting from recent pricing changes and the absence of sales of Beyond Meat Jerky to TPP in 2024. The increase in net revenue per pound was primarily driven by lower trade discounts, price increases of certain of our products and changes in product sales mix. U.S. retail channel net revenues in 2024 included $2.4 million in ingredient sales, as compared to $0.8 million in ingredient sales in 2023. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Beef, Beyond Meat Jerky, chicken products including Beyond Chicken Tenders, Beyond Nuggets and Beyond Popcorn Chicken, Beyond Sausage, Beyond Burger and Beyond Meatballs, partially offset by increased sales of Beyond Steak and Beyond Beef Crumbles. Beyond Meat branded products were available at approximately 27,000 U.S. retail outlets as of December 2024.85

Net revenues from U.S. foodservice channel sales in ~~2024~~2025 decreased $38.16 million, or 618.01%, as compared to the prior year, primarily driven by an 1118.67% decrease in volume of products sold, primarily reflecting ~~reduced~~weak ~~sales~~category ofdemand, lower burger ~~products~~and tochicken asales ~~large~~to certain QSR ~~customer,~~customers ~~weak category demand~~ and price elasticity effects resulting from ~~recent~~price ~~pricing~~increases ~~changes~~of certain of our products, partially offset by a 60.28% increase in net revenue per pound,. The increase in net revenue per pound was primarily driven by changes in product sales mix and price increases of certain of our products, ~~and~~partially ~~changes~~offset inby ~~product~~higher ~~sales~~trade ~~mix~~discounts. By product, the decrease in U.S. foodservice channel net revenues was primarily due to decreased sales of Beyond Burger, ~~Beyond Beef~~ and ~~Beyond~~chicken ~~Beef Crumbles~~products, partially offset by increased sales of ~~chicken~~Beyond ~~products~~Steak, ~~including~~ground ~~Beyond~~beef ~~Chicken Tenders~~ and Beyond ~~Chicken~~Beef ~~Nuggets~~Crumbles. ~~Beyond Meat branded products were available at approximately 38,000 U.S. foodservice outlets as of December 2024.~~

Net revenues from international retail channel sales in ~~2024~~2025 decreased $16.9 6 million, or 311.1%, as compared to the prior year, primarily driven by a 516.52% decrease in volume of products sold, partially offset by a 6.2% increase in net revenue per pound. The decrease in volume of products sold was primarily ~~reflecting~~due ~~reduced~~to lower sales of ~~chicken~~burger, ~~and~~ ground beef and dinner sausage products in the EU, partially offset by increased ~~burger~~ sales. ~~Net~~of ~~revenue~~steak ~~per pound increased 2~~products.5% ~~primarily~~The ~~due~~increase ~~to changes~~ in ~~product~~net ~~sales~~revenue ~~mix~~per ~~and~~pound ~~lower~~was ~~trade~~primarily ~~discounts,~~driven ~~partially offset~~ by ~~unfavorable~~favorable changes in foreign currency exchange rates, changes in product sales mix and price ~~decreases~~increases of certain of our products, partially offset by higher trade discounts. By product, the decrease in international retail channel net revenues was primarily due to decreased sales of ~~certain chicken products including~~ Beyond ~~Chicken Tenders~~Burger, ~~Beyond~~dinner ~~Beef~~sausage products and ~~Beyond~~ground ~~Sausage~~beef, partially offset by increased sales of Beyond ~~Burger~~Steak and ~~Beyond~~our ~~Steak.~~value ~~Beyond~~added ~~Meat~~meal ~~branded~~line ~~products were available at approximately 38,000 international retail outlets as~~ of ~~December 2024~~products.

Net revenues from international foodservice channel sales in ~~2024~~2025 decreased $79.5 4 million, or 913.97%, as compared to the prior year, primarily due to a 912.76% decrease in volume of products sold, primarily ~~reflecting~~due ~~reduced~~to ~~sales~~lower of burger ~~products~~sales to ~~large~~certain QSR customers ~~in certain markets~~ and, to a lesser extent, weak category demand, and a 1.5% ~~Net~~decrease in net revenue per pound. ~~was~~The ~~flat~~decrease asin ~~compared~~net torevenue ~~the~~per ~~prior~~pound ~~year~~was asprimarily ~~lower~~driven ~~trade~~by ~~discounts~~changes in product sales mix and price ~~increases~~decreases inof certain of our products, ~~were~~partially ~~fully~~ offset by ~~changes~~lower intrade ~~product~~discounts ~~sales mix~~ and ~~unfavorable~~favorable changes in foreign currency exchange rates. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of Beyond Burger, and chicken products, ~~and~~partially offset by increased sales of Beyond Beef Crumbles.

Crumbles. Beyond Meat branded products were available at approximately 26,000 international foodservice outlets as of December 2024.

The following table presents consolidated volume of our products sold in pounds for the respective periods presented:

Year Ended December 31,

Change

(in thousands)

~~2024~~2025

~~2023~~2024

Amount

U.S.:

Retail

2823,~~892~~920

3228,~~971~~892

(4,~~079~~972)

(1217.42)

Foodservice

76,~~892~~413

87,~~923~~892

(1,~~031~~479)

(1118.67)

International:

Retail

1311,~~141~~013

13,~~909~~141

(~~768~~2,128)

(516.52)

Foodservice

2017,~~109~~571

2220,~~272~~109

(2,~~163~~538)

(912.76)

Volume of products sold

7058,~~034~~917

7870,~~075~~034

(811,~~041~~117)

(1015.39)

Cost of Goods Sold

Year Ended December 31,

Change

(in thousands)

~~2024~~2025

~~2023~~2024

Amount

Cost of goods sold

~~284~~267,~~753~~850

~~426~~284,~~031~~753

(~~141~~16,~~278~~903)

(335.29)

Cost of goods sold decreased $~~141~~16.39 million, or 335.29%, to $~~284~~267.89 million in ~~2024~~2025, as compared to the prior year., Asprimarily areflecting ~~percentage~~decreased volume of ~~net~~products ~~revenues,~~sold. ~~cost~~Cost of goods sold ~~decreased~~in tothe ~~87.2%~~year ofended ~~net~~December ~~revenues~~31, in2025 ~~2024~~included ~~from 124~~$5.1%6 million ~~of net revenues~~ in ~~the~~accelerated ~~prior~~depreciation ~~year~~and $0.3 million ~~The decrease~~ in ~~cost~~inventory ofwrite-offs ~~goods~~related ~~sold was primarily due~~ to the ~~absence~~cessation of ~~costs we incurred as part of~~ our ~~Global~~operational ~~Operations~~activities ~~Review that were included~~ in ~~cost of goods sold in 2023 and~~China, toas adiscussed ~~lesser extent~~above, ~~lower volume of products sold and decreased cost per pound~~$6.7 million Onin anon-cash ~~per~~charges ~~pound~~arising ~~basis,~~from ~~cost~~an ofincrease ~~goods~~in ~~sold decreased primarily from lower~~ inventory provision, ~~lower~~for ~~depreciation~~excess ~~expense, lower logistics costs~~ and ~~lower~~obsolete ~~manufacturing costs~~inventories, ~~partially~~including ~~offset~~$2.4 bymillion ~~higher~~associated ~~materials costs.~~

Cost of goods sold in 2023 included $66.9 million in costs resulting from our Global Operations Review including incremental provision for excess and obsolete inventory, accelerated depreciation on planned write-offs or disposals of fixed assets, and write-off of prepaid raw materials cost. In addition, cost of goods sold in 2023 included contract termination costs associated with certain co-manufacturing agreements in the amount of $4.4 million and additional specific provision, primarily for inventory associated with a large QSR customer in the amount of $6.1 million.86

~~Gross~~with ~~Profit~~SKU ~~(Loss)~~rationalization and ~~Gross~~the ~~Margin~~decision to discontinue certain product lines. Cost of goods sold increased on a per pound basis, primarily reflecting higher inventory provision and higher materials costs, partially offset by reduced manufacturing costs, including depreciation and lower logistics costs. As a percentage of net revenues, cost of goods sold increased to 97.2% of net revenues in 2025 from 87.2% of net revenues in the prior year.

	Year Ended December 31,	Change
(in thousands)		2024		2023		Amount		%
Gross profit (loss)		41,699		(82,655)		$	124,354	150.4	%
Gross margin		12.8	%	(24.1)	%	N/A		N/A

We record our provision for inventory quarterly based on various factors, among other things, obsolescence due to changes in product formulations, packaging formats or strategic decisions to exit certain product lines; expiration of certain inventories due to under-consumption relative to purchased quantities; damaged, lost or contaminated inventories; and excess quantities of certain inventories relative to actual demand or forecasts, or as a result of significant changes in demand for our products. These adjustments may result in significant write-downs of inventory and increases in cost of goods sold from period to period. See also Part II, Item 9B, Other Information, included elsewhere in this report.

Gross ~~profit~~Profit inand ~~2024 was $41.7 million as compared to a loss of $(82.7) million in the prior year, an increase of $124.4 million or 150.4%.~~ Gross margin in 2024 increased to 12.8% from a negative gross margin of (24.1)% in the prior year, an improvement of 3,690 basis points from the prior year. Gross profit and gross margin in 2024 were positively impacted by a 25.5% decrease in cost of goods sold per pound and a 5.9% increase in net revenue per pound. Improvements in gross profit and gross margin in the U.S. retail and U.S. foodservice channels were, in part, due to the pricing strategy implemented at the beginning of 2024.Margin


	Year Ended December 31,				Change
(in thousands)	2025		2024		Amount		%
Gross profit	7,646		41,699		$	(34,053)	(81.7)	%
Gross margin	2.8	%	12.8	%	N/A		N/A

AsGross ~~disclosed~~profit in ~~Note~~2025 2,was ~~Summary~~$7.6 million ofcompared ~~Significant~~to ~~Accounting~~gross ~~Policies—Shipping~~profit ~~and~~of ~~Handling~~$41.7 million ~~Costs,~~ in the ~~Notes~~prior toyear, ~~Consolidated~~a ~~Financial~~decrease ~~Statements~~of ~~included~~$34.1 million ~~elsewhere~~or in81.7%. ~~this~~Gross ~~report,~~margin wein ~~include~~2025 ~~outbound~~was ~~shipping~~2.8% ~~and~~compared ~~handling~~to ~~costs~~gross ~~within~~margin ~~SG&A~~of ~~expenses~~12.8% Asin athe ~~result,~~prior ~~our~~year. ~~gross~~Gross profit and gross margin ~~may~~in ~~not~~2025 beincluded ~~comparable~~$5.6 million in accelerated depreciation and $0.3 million in inventory write-offs related to ~~other~~the ~~entities~~cessation ~~that~~of ~~present~~our ~~all~~operational ~~shipping~~activities in China, as discussed above, and ~~handling~~$6.7 million ~~costs~~in non-cash charges arising from an incremental provision for excess and obsolete inventory as a ~~component~~result of SKU rationalization and the decision to discontinue certain product lines. Gross profit and gross margin in 2025 were negatively impacted by a 9.1% increase in cost of goods sold per pound, partially offset by a 0.4% increase in net revenue per pound.

As disclosed in Note 2, Summary of Significant Accounting Policies—Shipping and Handling Costs, to the Notes to Consolidated Financial Statements included elsewhere in this report, we include outbound shipping and handling costs within SG&A expenses. As a result, our gross profit and gross margin may not be comparable to other entities that present all shipping and handling costs as a component of cost of goods sold.

Research and Development Expenses

Year Ended December 31,

Change

(in thousands)

~~2024~~2025

~~2023~~2024

Amount

Research and development expenses

2823,~~149~~235

3928,~~530~~149

(114,~~381~~914)

(2817.85)

Research and development expenses in ~~2024~~2025 decreased $~~11.~~4.9 million, or 2817.85%, as compared to the prior year. Research and development expenses decreased to 8.64% of net revenues in ~~2024~~2025 from 118.56% of net revenues in the prior year. ~~The~~Research ~~decrease in research~~ and development expenses ~~was~~in ~~primarily~~2025 ~~due~~included to $50.49 million in ~~lower~~accelerated ~~salaries~~depreciation ~~and~~ related ~~expenses~~to ~~resulting~~the ~~from~~cessation ~~the~~of ~~reduction~~our operational activities in ~~headcount,~~China. The decrease in research and development expenses was primarily due to lower expenses from in-sourcing trial production work, and lower ~~utilities~~net ~~expense~~lease-related ~~and~~expenses, ~~lower~~which ~~depreciation~~included ~~expense~~a credit for sublease income (see Note 5, ~~partially~~Leases, ~~offset~~to bythe ~~higher~~Notes ~~scale-up~~to ~~expenses~~Consolidated Financial Statements included elsewhere in this report).

SG&A Expenses

	Year Ended December 31,	Change
(in thousands)		~~2024~~2025		~~2023~~2024		Amount		%
Selling, general and administrative expenses		$	~~169~~217,~~674~~757	$	~~220~~169,~~344~~674	$	~~(50~~48,~~670)~~083	~~(23~~28.0)3	%
Loss on write-down of assets held for sale		$	48,987	$	—	$	48,987	N/A

SG&A expenses, excluding the loss on write-down of assets held for sale, in ~~2024~~2025 ~~decreased~~increased $5048.71 million, or 2328.03%, to $~~169~~217.78 million or 5279.0% of net revenues in ~~2024~~2025, from $~~220~~169.37 million or 6452.20% of net revenues in the prior year. The ~~decrease~~increase in SG&A expenses was primarily due to a $1938.79 million ~~lower~~litigation-related ~~loss~~accrual, on$8.1 ~~sale~~million in incremental legal and ~~write-down~~other offees ~~fixed~~and ~~assets~~expenses toassociated ~~fair~~with ~~value,~~arbitration ~~$11.2~~proceedings ~~million~~related into ~~lower~~a ~~marketing~~contractual ~~expenses~~dispute ~~including~~with ~~advertising~~a ~~expenses~~former co-manufacturer, $8.50 million in ~~lower~~higher ~~salaries~~share-based ~~and~~compensation ~~related expenses~~expense, primarily from a $513.3 million inincremental ~~lower~~ share-based compensation expense, ~~$4.6~~related ~~million~~to inthe ~~lower~~Exchange ~~consulting expenses~~Offer, $3.56 million in ~~lower~~higher ~~bad~~consulting ~~debt expense~~expenses, $31.42 million in ~~lower~~higher ~~outbound~~salaries ~~freight~~and related expenses, $31.32 million in ~~lower~~higher general insurance ~~expenses~~expense ~~that~~net ~~included~~of a $2.08 million ~~in business interruption~~ insurance recovery, ~~associated with a cybersecurity incident at a supplier in 2023~~ and $20.34 million in ~~lower~~loss ~~samples~~on ~~expense~~lease termination modification, partially offset by $92.~~8 million in higher legal expenses including $~~7.5 million in ~~litigation~~lower ~~settlement~~advertising ~~expenses~~expense, $12.91 million in ~~higher~~lower ~~product~~outbound ~~donations~~freight expense, $1.8 7 million in ~~higher~~lower ~~lease~~commission expense and $1.24 million in ~~higher~~lower supply chain expenses. In ~~2023~~2025 we identified certain property, ~~SG&A~~plant ~~expenses~~and ~~included~~equipment ~~$16.6~~that ~~million~~was no longer deemed core to our strategic objectives or required for our future operations and recorded these assets at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges ~~from~~of ~~the~~$45.6 million in loss on write-down of assets held for sale recorded in operating expenses in the fourth quarter of 2025. In addition, as a result of management finalizing its decision to cease our operations in China indefinitely, we also completed an evaluation of our property, plant and ~~write-down~~equipment in China. Upon valuation of ~~fixed~~these assets by a third party, assets that were determined to be not salable were fully depreciated, while assets that were determined salable were recorded at estimated fair value, ~~resulting~~less ~~from~~estimated ~~the~~costs ~~Global~~to ~~Operations~~sell, ~~Review~~in Assets held for sale in our consolidated balance sheet as of December 31, ~~which~~2025, ~~primarily~~resulting ~~included~~in ~~the~~non-cash charges of $3.4 million in loss on write-down of assets held for sale torecorded ~~their~~in ~~estimated~~operating ~~net~~expenses ~~realizable~~in ~~value~~the ~~less~~fourth ~~cost~~quarter of 2025. In 2024, SG&A expenses included $7.5 million in litigation settlement expenses related to ~~sell~~a class action settlement agreement in connection with the settlement of certain consumer class action lawsuits that originated in 2022.

Loss from Impairment of Long-Lived Assets


	Year Ended December 31,	Change
(in thousands)		2025		2024		Amount		%
Loss from impairment of long-lived assets		$	51,288	$	—	$	51,288	N/A

In the three months ended September 27, 2025, we determined that triggering events had occurred that could indicate that the carrying amount of our long-lived assets may not be fully recoverable. We performed a quantitative assessment in accordance with ASC 360, and concluded that an impairment of our long-lived assets existed as of September 27, 2025. As a result of this assessment, we recorded an impairment loss of $51.3 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) related to our long-lived assets in the third quarter of 2025, including (a) $35.8 million for Property, plant and equipment, net, (b) $0.9 million for Operating lease right-of-use assets, and (c) $14.6 million for Prepaid lease costs, non-current. During the fourth quarter of 2025, we completed our annual assessment of our long-lived assets and determined that there were no additional indicators of impairment to the remaining carrying amounts of our long-lived assets. There was no such impairment loss in 2024. See Note 2, Summary of Significant Accounting Policies—Impairment of Long-Lived Assets and Note 8, Impairment of Long-Lived Assets, to the Notes to Consolidated Financial Statements and Part II, Item 9B, Other Information, included elsewhere in this report.

Restructuring Expenses

In 2017 we terminated an exclusive supply agreement with one of our co-manufacturers due to non-performance under the agreement. As a result, in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we recorded $0, a credit of $0 and $(0.6) million, primarily driven by a reversal of certain accruals ~~and restructuring expenses and $17.3 million~~, ~~primarily related to legal and other expenses associated with the dispute,~~ respectively. As of December 31, ~~2024~~2025 and ~~2023~~2024, there were no accrued unpaid restructuring expenses. On October 18, 2022, the parties entered into a confidential written settlement agreement and mutual release pursuant to which the parties agreed to dismiss with prejudice all claims and cross-claims asserted in the associated cases filed in the Superior Court of the State of California for the County of Los Angeles and the United States District Court for the Central District of California. See Note 34, Restructuring, to the Notes to Consolidated Financial Statements, included elsewhere in this report.

Loss from Operations

Loss from operations in ~~2024~~2025 was $~~156~~333.16 million compared to $~~341~~156.91 million in the prior year. The ~~decrease~~increase in loss from operations was driven by higher operating expenses including $51.3 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) in loss from impairment of long-lived assets recorded in the ~~increased~~third ~~gross~~quarter ~~profit~~of 2025, a $38.9 million litigation-related accrual, a $49.0 million loss on write-down of assets held for sale, including $45.6 million in loss on write-down of assets held for sale relating to certain property, plant and ~~reduced~~equipment ~~operating~~that was no longer deemed core to our strategic objectives or required for our future operations, $8.1 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer and $3.4 million in loss on write-down of assets held for sale in connection with the cessation of our operational activities in China, $13.3 million in incremental share-based compensation expense related to the Exchange Offer and lower gross profit. Loss from operations in 2024 was negatively impacted by $7.5 million in SG&A expenses related to a class action settlement agreement in connection with the settlement of certain consumer class action lawsuits that originated in 2022.

Total Other Income (Expense) ~~Income~~, Net

Total other income (expense) ~~income~~, net, in ~~2024~~2025 of $(4552.1)7 million consisted primarily of $4548.17 million in ~~interest~~gain ~~expense~~on ~~from~~debt ~~the~~restructuring, ~~amortization~~net of ~~convertible~~exchange ~~debt~~fees, ~~issuance~~$15.1 million ~~costs~~in ~~and~~gain from the remeasurement of warrant liability, $611.38 million in net realized and unrealized foreign currency transaction ~~losses~~gains due to ~~unfavorable~~favorable changes in foreign currency exchange rates of the Euro and Chinese Yuan, including generated from our intra-entity balances, and $3.5 million in interest income, partially offset by $6(14.0) million in interest ~~income~~expense ~~and~~comprised of $0.(5.3) million in ~~subsidies~~interest ~~received~~expense ~~from~~associated with the ~~Jiaxing~~Delayed ~~Economic~~Draw ~~Development~~Term ~~Zone~~Loans ~~Finance~~and ~~Bureau~~Warrants, $(4.5) million in interest expense related to ~~our~~leases, ~~investment~~$(3.1) million in ~~our~~interest ~~subsidiary,~~expense ~~Beyond~~from ~~Meat~~the amortization of 2027 Notes issuance costs and $(~~Jiaxing~~1.1) million ~~Food~~in Cointerest expense from the amortization of the debt discount associated with the 2030 Notes Embedded Derivative (see Note 3, Fair Value of Financial Instruments, to the Notes to Consolidated Financial Statements included elsewhere in this report) and $0.6 million in interest expense from the amortization of the debt discount resulting from the Warrants, ~~Ltd~~and $(12.3) million in loss from remeasurement of derivative liability associated with the 2030 Notes Embedded Derivative.

Total other ~~income~~ (expense) income, net, in ~~2023~~2024 of $7(4.7 1) million consisted primarily of $10(4.81) million in interest ~~income~~expense from the amortization of convertible debt issuance costs and $1(6.1 3) million in net realized and unrealized foreign currency transaction ~~gains~~losses due to ~~favorable~~unfavorable changes in foreign currency exchange rates of the Euro and Chinese Yuan, including generated from our intra-entity balances, partially offset by $46.0 million in interest ~~expense~~income and $0.5 million in subsidies received from the ~~amortization~~Jiaxing ofEconomic ~~convertible~~Development ~~debt~~Zone ~~issuance~~Finance ~~costs~~Bureau related to our investment in our subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd.

We expect interest expense to increase from the current levels in 2026 in connection with the amortization of the issuance date fair value of the 2030 Notes Embedded Derivative liability and amortization of debt discount, interest expense associated with the Delayed Draw Term Loans. See Note 2, Summary of Significant Account Policies, Note 3, Fair Value of Financial Instruments and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report.

We expect to record significant mark to market adjustments arising from the remeasurement of our derivatives and other liabilities carried at fair value at each reporting period. See Note 2, Summary of Significant

Account Policies, Note 3, Fair Value of Financial Instruments and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Income Tax Expense

In ~~2024~~2025 and ~~2023~~2024, we recorded income tax (benefit) ~~expense~~ of $~~(26,000)~~0 and $526,000, respectively. These amounts primarily consist of income taxes for state jurisdictions which have ~~minimum~~gross receipts or gross margin tax requirements. No tax benefit was provided for losses incurred because those losses were offset by a full valuation allowance.

Net Income (Loss)

Net ~~loss~~income in ~~2024~~2025 was $~~160~~219.30 million as compared to net loss of $~~338~~(160.13) million in the prior year. Net ~~loss~~income ~~per~~in ~~share~~2025 ~~available~~was toprimarily ~~common~~driven ~~stockholders~~by $548.7 million in ~~2024~~gain ~~was~~on debt restructuring, net of exchange fees, and $(215.~~43)~~1 million asin ~~compared~~gain tofrom the remeasurement of warrant liability, partially offset by higher operating expenses, including $(551.263 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) in loss from impairment of long-lived assets recorded in the ~~prior~~third ~~year~~quarter of 2025, a $38.9 million ~~The~~litigation-related ~~decrease~~accrual, ina ~~net~~$49.0 million loss ~~was~~on ~~primarily~~write-down ~~due~~of assets held for sale relating to ~~higher~~certain ~~gross~~property, ~~profit~~plant and ~~lower~~equipment ~~operating~~that ~~expenses,~~was ~~partially~~no ~~offset~~longer bydeemed ~~higher~~core ~~Total~~to ~~other~~our ~~(expense)~~strategic ~~income~~objectives or required for our future operations, ~~net~~$8.1 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer and $3.84 million ~~reduction~~in loss on write-down of assets held for sale in ~~losses~~connection ~~related~~with the cessation of our operational activities in China, and lower gross profit. Net income (loss) per share available to ~~TPP~~common stockholders—basic in 2025 and 2024 was $1.15 and $(2.43), respectively. Net loss per share available to common stockholders—diluted in 2025 and 2024 was $(1.83) and $(2.43), respectively. Net loss in 2024 was negatively impacted by $7.5 million in SG&A expenses related to a class action settlement agreement, in connection with the settlement of certain consumer class action lawsuits that originated in 2022.

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 (benefit) expense, interest expense, depreciation and amortization expense, restructuring expenses, 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, non-cash loss from impairment of long-lived assets, litigation-related accruals, accrued litigation settlement costs, remeasurement of warrant liability, remeasurement of derivative liability, gain on debt restructuring, net of exchange fees, and Other, net, including interest income and foreign currency transaction gains and losses.

“Adjusted EBITDA as a % of net revenues” is defined as Adjusted EBITDA divided by net revenues.

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 restructuring expenses 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;

•Adjusted EBITDA does not reflect non-cash charges 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 non-cash loss from impairment of long-lived assets and therefore does not include all of our operating expenses;

•Adjusted EBITDA does not reflect litigation-related accruals, which may, depending on the outcome of the underlying litigation, reduce cash available to us;

•Adjusted EBITDA does not reflect accrued litigation settlement costs which reduce cash available to us;

•Adjusted EBITDA does not reflect the non-cash impact of the remeasurement of warrant liability;

•Adjusted EBITDA does not reflect the non-cash impact of the remeasurement of derivative liability;

•Adjusted EBITDA does not include gain on debt restructuring, net of exchange fees, the income from which may in certain circumstances be taxable to us and reduce the cash available to us;

•Adjusted EBITDA does not reflect Other, net, including interest income 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.

~~The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure, net loss, as reported (unaudited):~~91

	Year Ended December 31,
(in thousands)		2024			2023			2022
Net loss, as reported		$	(160,278)		$	(338,144)		$	(366,137)
Income tax (benefit) expense		(26)			5			32
Interest expense		4,097			3,955			3,966
Depreciation and amortization expense		23,121			48,094			32,582
Restructuring expenses(1)		—			(631)			17,259
Share-based compensation expense		23,923			29,098			33,857
Accrued litigation settlement costs		7,500			—			—
Other, net(2)(3)		10			(11,616)			420
Adjusted EBITDA		$	(101,653)		$	(269,239)		$	(278,021)
Net loss as a % of net revenues		(49.1)		%	(98.5)		%	(87.4)		%
Adjusted EBITDA as a % of net revenues		(31.1)		%	(78.4)		%	(66.4)		%

The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure, net income (loss), as reported (unaudited):

(1) Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an exclusive supply agreement was terminated in May 2017. On October 18, 2022, the parties to this dispute entered into a confidential written settlement agreement and mutual release related to this matter. In the year ended December 31, 2023, we recorded a credit of $(0.6) million, in restructuring expenses, primarily driven by a reversal of certain accruals.


	Year Ended December 31,
(in thousands)		2025			2024			2023
Net income (loss), as reported		$	219,024		$	(160,278)		$	(338,144)
Income tax (benefit) expense		—			(26)			5
Interest expense		14,028			4,097			3,955
Depreciation and amortization expense(1)		26,283			23,121			48,094
Restructuring expenses(2)		—			—			(631)
Share-based compensation expense		17,723			23,923			29,098
Incremental share-based compensation expense(3)		13,267			—			—
Non-cash charges related to the cessation of operational activities in China(4)		6,490			—			—
Costs related to partial lease termination, net of amounts included in depreciation and amortization expense(5)		443			—			—
Loss from impairment of long-lived assets		51,288			—			—

Litigation-related accrual		38,900			—			—
Accrued litigation settlement costs		—			7,500			—
Remeasurement of warrant liability		(15,077)			—			—
Remeasurement of derivative liability		12,288			—			—
Gain on debt restructuring, net of exchange fees		(548,651)			—			—
Other, net(6)		(15,311)			10			(11,616)
Adjusted EBITDA		$	(179,305)		$	(101,653)		$	(269,239)
Net income (loss) as a % of net revenues		79.5		%	(49.1)		%	(98.5)		%
Adjusted EBITDA as a % of net revenues		(65.1)		%	(31.1)		%	(78.4)		%

_____________

(2) Includes $6.3 million, $(1.1) million and $4.9 million in net realized and unrealized foreign currency transaction losses (gains) in the years ended December 31, 2024, 2023 and 2022, respectively.


(1)			Excludes $6.4 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the cessation of our operational activities in China in 2025.
(2)			Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an exclusive supply agreement was terminated in May 2017. On October 18, 2022, the parties to this dispute entered into a confidential written settlement agreement and mutual release related to this matter. In the year ended December 31, 2023, we recorded a credit of $(0.6) million, in restructuring expenses, primarily driven by a reversal of certain accruals.
(3)			Incremental share-based compensation from management incentive plan (“MIP”) awards to certain key employees and acceleration of non-vested RSU awards granted to the Company’s non-employee directors in conjunction with the Exchange Offer. See Note 11, Share-Based Compensation—Restricted Stock Units, to the Notes to Consolidated Financial Statements included elsewhere in this report.
(4)			Includes $6.4 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the cessation of our operational activities in China in 2025.
(5)			Excludes $1.0 million in amortization of lease termination costs apportioned for 2025, that are already included in Depreciation and amortization expense above.
(6)			Includes $11.8 million and $(6.3) million in net realized and unrealized foreign currency transaction gains (losses), and $3.5 million and $6.0 million in interest income in 2025 and 2024, respectively. Includes $0.5 million in subsidies received from the Jiaxing Economic Development Zone Finance Bureau related to our investment in BYND JX in the year ended December 31, 2024.

(3) Includes $6.0 million, $10.8 million and $4.5 million in interest income in 2024, 2023 and 2022, respectively. Includes $0.5 million in subsidies received from the Jiaxing Economic Development Zone Finance Bureau related to our investment in our subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd, in the year ended December 31, 2024.92

Liquidity and Capital Resources

ATM Program

InOn ~~May~~March ~~2023~~18, 2024, we filed ana ~~automatic~~ shelf registration statement on Form S-3 (the “~~2023~~2024 Shelf Registration Statement”) ~~with the SEC~~ registering anup ~~indeterminate~~to ~~amount~~$250 million of our common stock, preferred stock, debt securities, warrants, purchase contracts and units (collectively, “Company securities”). OnThe ~~March 18,~~ 2024, ~~we filed an updated shelf registration statement on Form S-3 (the “2024~~ Shelf Registration Statement~~”),~~ ~~which~~was ~~the SEC~~ declared effective on April 12, 2024 and ~~which replaced the 2023 Shelf Registration Statement. The 2024 Shelf Registration Statement~~ allows us to sell, from time to time and at our discretion, Company securities having an aggregate offering price of up to $250.0 million including shares of common stock that may be sold pursuant to ~~the~~our ~~Equity~~equity ~~Distribution~~distribution ~~Agreement~~agreement with B. Riley, as sales agent, (the “Equity Distribution Agreement”),under an “at the market” offering program (the “ATM Program”).

Pursuant to the Equity Distribution Agreement, we may offer and sell common stock having an aggregate offering price of up to $200.0 million from time to time to or through B. Riley, subject to our compliance with applicable laws and applicable requirements of the Equity Distribution Agreement. The Equity Distribution Agreement stipulates that we will pay B. Riley a commission equal to up to 3.0% of the gross offering proceeds of any shares of common stock sold through B. Riley pursuant to the Equity Distribution Agreement. We intend to use the net proceeds from sales of common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined and considered by us, and we are not obligated to sell any shares under the Equity Distribution Agreement.

AsIn of2025, ~~December~~we ~~31,~~sold ~~2024~~58, 9888,~~750,312~~790 shares of common stock ~~had been sold~~ under the ATM Program for an aggregate offering price of $48151.7 million, with total issuance costs of approximately $3.0 million, resulting in aggregate net proceeds of approximately $148.7 million. ~~Total~~In ~~issuance~~2024, ~~costs~~we ~~related~~sold to9,750,312 shares of common stock under the ATM Program asfor ofan ~~December~~aggregate 31offering price of $48.3 million, ~~2024~~with ~~were~~total issuance costs of approximately $3.3 million, resulting in aggregate net proceeds of approximately $45.0 million. Of the total issuance costs related to the ATM Program, $0 and $0.3 million remained unpaid as of December 31, 2025 and 2024, respectively. In the ~~year~~years ended December 31, 2025 and 2024, approximately $3.0 million and $1.6 million, ~~was~~respectively, in total issuance costs were capitalized to reflect the costs associated with the issuance of new shares of common stock and offset against proceeds from the ATM Program. As of December 31, ~~2024~~2025, we had approximately $~~201.7~~2,000 ~~million~~ in capacity ~~remained~~remaining for further sale of shares of common stock under the ATM Program. As we did not timely file this report on or before the available extension afforded by our Form 12b-25 filing, we have no ability to sell shares under the 2024 Shelf Registration Statement. Additionally, because we were unable to file this report on or before the applicable filing deadline, we no longer satisfy the eligibility requirements for use of a registration statement on Form S-3, which requires that we file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, we have suspended the use of the 2024 Shelf Registration Statement and are unable to access the ATM Program as of the date of this report.

Convertible ~~Senior~~ 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 Notes, see Note 79, Debt—2027 Notes, to the Notes to Consolidated Financial Statements included elsewhere in this report.

~~Liquidity~~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 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.

The 2030 Notes were issued pursuant to the 2030 Notes Indenture dated as of October 15, 2025, by and between the Company 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 secured, second lien obligations of the Company. 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 the option of the Company, 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. The Company has used the PIK option for the 2030 Notes and expects 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.

Subsequent to the year ended December 31, 2025, 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. See Note 17, Subsequent Events—First Supplemental Indenture, to the Notes to Consolidated Financial Statements included elsewhere in this report.

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 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 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. As of the date hereof, we have received a deficiency notice from Nasdaq, which, if not satisfied, could result in the delisting of our common stock.

The carrying amount of the liability for the 2030 Notes as of December 31, 2025 was $308.4 million, 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 that we recognized on the completion of the Exchange Offer. 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 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. For the year ended December 31, 2025, we recognized $1.1 million in interest expense related to the amortization of this discount. Furthermore, the change in fair value of the 2030 Notes Embedded Derivative from the issuance date to December 31, 2025 was $12.3 million and recognized in our consolidated statements of operations. As of December 31, 2025, the embedded derivative liability was $39.2 million. See Note 3, Fair Value of Financial Instruments—Valuation of 2030 Notes Embedded Derivative, and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Loan and Security Agreement; 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 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 connection with the Loan and Security Agreement, on May 7, 2025, we also entered into a warrant agreement with the Lenders (the “Warrant Agreement”) setting forth the rights and obligations of us and the Lenders, as holders, in connection with 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 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 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 to provide certain customary registration rights with respect to the resale of shares of common stock underlying Warrants held by or issuable to the holders from time to time and we subsequently registered for resale on Form S-3 the 9,558,635 shares of common stock underlying the Warrants outstanding. The 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 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 Warrants to purchase 5,735,181 shares of common stock with an initial exercise price of $3.26 per share, that were previously held as contingently issuable Warrants. See Note 1, Introduction, Note 2, Summary of Significant Accounting Policies, and Note 9, Debt, to the Notes to 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 Warrant Agreement, the exercise price of the 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 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 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 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 fair value of the Warrants was $19.5 million as of December 31, 2025. As of December 31, 2025, issuance costs comprised of legal fees and other direct costs of $7.2 million 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 consolidated balance sheet and is being amortized to interest expense using the effective interest rate method.

As of 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 the Loan and Security Agreement, we were in default and provided notice thereof to the lender as required. Upon the filing of this report containing such audited annual financial statements and delivery to the lender of certain other documents required to be delivered concurrently, such default will be remedied and we will regain 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, and Note Regarding Forward-Looking Statements and Note 12 Commitments and Contingencies in the Notes to Consolidated Financial 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 Middle East, 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.

We have ~~recurring~~experienced net losses in almost every period since our inception. Although we recorded net income of $219.0 million in 2025, primarily driven by the gain on debt restructuring, net of exchange fees, of $548.7 million resulting from the Exchange Offer, we incurred loss from operations of $333.6 million in 2025 (compared to loss from operations of $156.1 million and ~~negative~~$341.9 ~~operating~~million in 2024 and 2023, respectively) and net losses of $160.3 million and $338.1 million in 2024 and 2023, respectively. In 2025, 2024 and 2023, we incurred negative cash flows from operating activities of $144.9 million, $98.8 million and ~~while~~$107.8 million, respectively. While we are implementing a business plan focused on achieving sustainable, profitable operations over time, including the strategic initiatives described ~~above~~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.

76In 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; 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

To reduce operating expenses, in November 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, and may in the future include, the exit or discontinuation of select product lines such as Beyond Meat Jerky; 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 and disposals of fixed assets, and losses on sale and write-down of fixed assets; further optimization of our manufacturing capacity and real estate footprint; planned and future reductions in our workforce; and the planned suspension of our operational activities in China. Subsequent to the year ended December 31, 2024, on February 24, 2025, our board of directors approved a plan to suspend our operational activities in China. See Note 15, Subsequent Events, to the Notes to Consolidated Financial Statements included elsewhere in this report.97

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.

WeGiven ~~expect~~that we continue to ~~raise~~incur ~~significant~~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, tosome ~~continue~~or toall ~~fund~~of ~~our~~which ~~operations~~may, ~~and~~subject ~~repay~~to ~~our~~the ~~indebtedness~~covenants in the ~~future.~~agreements Togoverning ~~continue bolstering and restructuring~~ our ~~balance sheet~~indebtedness, ~~subject~~be ~~to our compliance with applicable laws~~secured, ~~the~~to ~~applicable~~continue ~~requirements~~to offund ~~the~~our ~~Equity~~operations ~~Distribution Agreement~~ and ~~market~~repay ~~conditions,~~our weindebtedness. ~~expect~~Any tosuch ~~raise additional~~ capital raises through the issuance of equity and/or debt securities ~~in 2025~~, ~~through~~could ~~the ATM Program or otherwise, which will~~ 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~~convertible notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. InSimilarly, ~~addition~~if the Lenders exercise their Warrants pursuant to the Warrant Agreement, the resulting inissuance ~~additional~~of ~~dilution~~our common stock to such Lenders would have a dilutive effect on our ~~existing~~current stockholders orand could negatively ~~affecting~~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; Warrant Agreement above. Furthermore, any ~~such~~ 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 included elsewhere in this report. 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; 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 aother partial lease ~~termination~~terminations atand/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 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

7798

or commenced against us, including the class actions brought against us or the derivative actions brought against certain of our current and former directors and officers; 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 ~~within certain channels~~, 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.

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, ~~higher~~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 ~~and/or sustaining~~ 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 ~~and/or sustain~~ 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 this report may also hinder our ability to implement our strategic initiatives. As a result, we cannot guarantee that we will achieve ~~and/or sustain~~ 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. ~~Beginning~~We inmay ~~the first quarter of 2023, we~~ also ~~began~~generate ~~generating~~incremental cash through ingredient sales. ~~From~~and ~~time to time, we also generate cash~~ from sales of certain fixed assets. We raised a total of $199.5 million from the sale of convertible preferred stock, including through sales of convertible notes which were converted into preferred stock, net of costs associated with such financings. In connection with our initial public offering, we sold an aggregate of 11,068,750 shares of our common stock at a public offering price of $25.00 per share and received approximately $252.4 million in net proceeds. In 2019, we completed a secondary public offering of our common stock in which we sold 250,000 shares and certain selling stockholders sold 3,487,500 shares. We sold 250,000 shares of our common stock at a public offering price of $160.00 per share and received approximately $37.4 million in net proceeds.

InOur ~~2021~~2024 Shelf Registration Statement allows us to sell, wefrom ~~issued~~time ato ~~total~~time and at our discretion, Company securities having an aggregate offering price of up to $1250.150 ~~billion~~million inincluding shares of common stock that may be sold pursuant to the Equity Distribution Agreement with B. Riley under the ATM Program. As of December 31, 2025, we sold an aggregate ~~principal~~of ~~amount~~68,639,102 shares of ~~Notes.~~common ~~See~~stock ~~Note~~under the ATM Program for aggregate net proceeds of approximately $193.7 million. As of December 31, ~~Debt~~2025, we had approximately $2,000 in capacity remaining for further sale of shares of common stock under the ATM Program. As we did not timely file this report on or before the available extension afforded by our Form 12b-25 filing, we have no ability to sell shares under the ~~Notes~~2024 Shelf Registration Statement. Additionally, because we were unable to ~~Consolidated~~file ~~Financial~~this ~~Statements~~report ~~included~~on ~~elsewhere~~or before the applicable filing deadline, we no longer satisfy the eligibility requirements for use of a registration statement on Form S-3, which requires that we file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, we have suspended the use of the 2024 Shelf Registration Statement and are unable to access the ATM Program as of the date of this report. See ATM Program discussed above.

~~The~~On ~~2024~~May ~~Shelf~~7, ~~Registration~~2025, ~~Statement~~we ~~allows~~entered usinto tothe ~~sell,~~Loan ~~from~~and ~~time~~Security toAgreement, ~~time~~which ~~and~~provides atfor ~~our~~a ~~discretion,~~new ~~Company~~first-lien ~~securities~~senior ~~having~~secured debt in an aggregate ~~offering~~principal ~~price~~amount of up to $~~250~~100.0 million. ~~including~~On ~~shares~~June of26, ~~common~~2025 ~~stock~~and ~~that~~September ~~may~~18, be2025, ~~sold~~at ~~pursuant~~our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the ~~Equity~~principal ~~Distribution~~amounts ~~Agreement~~of ~~with~~$40.0 Bmillion and $60.0 ~~Riley~~million, ~~under~~respectively. We plan to use the ~~ATM~~proceeds ~~Program~~from such Delayed Draw Term Loans for general corporate purposes. As of December 31, ~~2024~~2025, ~~9,750,312~~we ~~shares~~had ofdrawn ~~common~~the ~~stock~~entire ~~had~~$100.0 ~~been~~million ~~sold~~and ~~under~~had ~~the~~no ~~ATM~~amount ~~Program~~available ~~for~~under anthe ~~aggregate~~Delayed ~~offering~~Draw ~~price~~Term ofLoan ~~$48~~Facility.3 ~~million.~~ As of December 31, ~~2024~~2025, ~~approximately~~we had $~~201~~104.76 million in ~~capacity~~Delayed ~~remained~~Draw ~~available~~Term ~~under~~Loans ~~the~~outstanding, ~~2024~~including ~~Shelf~~PIK ~~Registration~~interest, ~~Statement~~which is included in Delayed draw term loans, net, in our consolidated balance sheet. See ~~ATM~~Note ~~Program~~9, ~~discussed~~Debt, ~~above.~~to the Notes to Consolidated Financial Statements included elsewhere in this report.

As of December 31, 2024, we had $131.9 million in unrestricted cash and cash equivalents and $13.6 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 and $1.0 million to secure a letter of credit associated with a third party contract manufacturer in Europe. In 2024, the letter of 99

78As of December 31, 2025, we had $203.9 million in unrestricted cash and cash equivalents and $13.6 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, and $1.0 million to secure the letter of credit associated with a third party contract manufacturer in Europe. As of December 31, 2025, Restricted cash, current of $4.4 million was associated with the Campus Lease. As of December 31, 2025 and 2024, $9.3 million and $12.6 million, respectively, of the restricted cash was included in Restricted cash, non-current.

~~credit~~Subsequent ~~associated~~to the year ended December 31, 2025, we entered into a new sales agreement with Roquette for the ~~third~~supply ~~party~~of ~~contract~~pea ~~manufacturer~~protein ~~was~~which ~~renegotiated~~requires ~~and~~us ~~reduced~~to ~~from~~procure a $21.80 million atstandby ~~December~~letter ~~31,~~of ~~2023~~credit to $1secure our payment obligations thereunder.0 ~~million~~See atNote ~~December~~17, 31Subsequent Events—Roquette Sales Agreement, ~~2024~~to the Notes to Consolidated Financial Statements included elsewhere in this report.

Cash Flows

The following table presents the major components of net cash flows (used in) ~~and~~ provided by operating, investing and financing activities for the periods indicated.

Year Ended December 31,

(in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Cash (used in) provided by:

Operating activities

(98144,~~813~~931)

(~~107~~98,~~825~~813)

(~~320~~107,~~244~~825)

Investing activities

(610,~~232~~250)

(96,~~491~~232)

(879,~~527~~491)

Financing activities

45223,~~777~~410

~~(550)~~45,777

~~276~~(550)

Net Cash Used in Operating Activities

Filing Compare · BEYOND MEAT, INC.