Financial Analysis

"Commitments and Contingencies Leases See Note 5 . On January 14, 2021, the Company entered into the Original Lease with the Landlord to house the Companys Campus Headquarters. The Original Lease was initially classified as an operating lease. Under the terms of the Original Lease, the Company leased an aggregate of approximately 282,000 rentable square feet in a portion of a building located in El Segundo, California, to be built out by the Landlord and delivered to the Company in multiple phases. As of December 31, 2025 and 2024, the Company recognized a right-of-use asset and lease liability for Phase 1-A and Phase 1-B in its consolidated balance sheets. On September 17, 2024, the Company entered into the First Amendment to Lease, which amendment: (i) revised the square footage of the premises, building and project resulting in: (a) an increase in the Companys base rent by approximately $851,000 over the initial lease term; (b) an adjustment to the Companys percentage share of direct expenses; and (c) an increase in the tenant improvement allowance to for use in Phase III of the Campus Headquarters; (ii) increased the tenant improvement allowance reflecting a reduction in the scope of the Landlords work under the Original Lease; (iii) specified the tenant improvements that must be removed by the Company from the premises if the premises are not occupied in their entirety throughout the initial lease term and first extension term; and (iv) addressed other ministerial matter …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The following is a summary of debt balances as of December 31, 2025 and December 31, 2024: December 31, (in thousands) 2025 2024 2027 Notes $ 29,459 $ 1,150,000 Debt issuance costs2027 Notes (1) (8,524) 2030 Notes (2) 334,148 Debt discount2030 Notes issue date embedded derivatives, net (3) (25,745) Delayed draw term loans (4) 104,569 Debt issuance costsDelayed draw term loans (7,181) Debt discountDelayed draw term loan warrants (19,510) Total debt outstanding $ 415,740 $ 1,141,476 Less: current portion of long-term debt Long-term debt $ 415,740 $ 1,141,476 ______________ (1) In 2025, $5.4 million in unamortized debt issuance costs related to the 2027 Notes were offset against the gain on debt restructuring, net of exchange fees, from the Exchange Offer. (2) Amount shown includes principal amount issued plus the total undiscounted future cash flows, including any amounts contingently payable, using the PIK option, as further discussed below. Amounts contingently payable include approximately $0.6 million in additional interest in the event of default in accordance with the 2030 Notes Indenture. (3) 2030 Notes Embedded Derivative was valued using the binomial lattice valuation model and recorded as debt discount. Amount shown is net of amortization from the issue date discount. See Note 2 and Note 3 . (4) Includes PIK interest of $4.6 million. 2027 Notes On March 5, 2021, the Company issued $1.0 billion aggregate principal amount of 2027 Notes in a private placement to qua …

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The following table presents the Companys net revenues by channel: Year Ended December 31, 2025 2024 2023 (in thousands) U.S.: Retail $ 124,478 $ 150,812 $ 155,240 Foodservice 38,963 47,584 50,647 U.S. net revenues 163,441 198,396 205,887 International: Retail 53,166 59,783 61,723 Foodservice 58,889 68,273 75,766 International net revenues 112,055 128,056 137,489 Net revenues $ 275,496 $ 326,452 $ 343,376 …

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Share-Based Compensation In 2019, the Companys 2011 Equity Incentive Plan (the 2011 Equity Incentive Plan) was amended, restated and re-named the 2018 Equity Incentive Plan (the 2018 Equity Incentive Plan). The shares available for issuance under the 2011 Equity Incentive Plan were added to the shares reserved for issuance under the 2018 Equity Incentive Plan. The 2018 Equity Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Companys employees, directors, and consultants. As of December 31, 2024, the maximum aggregate number of shares that may be issued under the 2018 Equity Incentive Plan was 25,204,961 shares of the Companys common stock. In addition, the number of shares reserved for issuance under the 2018 Equity Incentive Plan was automatically increased on January 1, 2025 by 2,144,521 shares. As of January 1, 2025, the maximum aggregate number of shares that may be issued under the 2018 Equity Incentive Plan increased to 27,349,482 shares. Amended and Restated 2018 Equity Incentive Plan In connection with the Exchange Offer and the entry into the Transaction Support Agreement, the board of directors of the Company, on September 28, 2025, approved an amendment and restatement (the Amended and Restated 2018 Equity Incentive Plan) of the Companys 2018 Equity Incentive Plan to increase the number of sha …

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Fair Value of Financial Instruments See Note 2 . The Company had no financial instruments measured at fair value on a recurring basis as of December 31, 2024. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the years ended December 31, 2025, 2024 or 2023. Valuation of Warrant Liability On June 26, 2025, in connection with the Initial Draw, the Company 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 $8.0 million. The aggregate fair value of the issued Warrants was recorded as a discount to the $40.0 million in term loan balance included in Delayed draw term loans, net in the Companys consolidated balance sheet and is being amortized to interest expense using the effective interest rate method. The following were the assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Warrants issued in connection with the Initial Draw at issuance on June 26, 2025: Risk-free interest rate 3.79% Average expected term (years) 5.0 Expected volatility 69.35% Dividend yield As of June 28, 2025, the Company concluded it was reasonably certain to draw the remaining $60.0 million available under the Delayed Draw Term Loan Facility before December 31, 2025, and therefore reasonably certain that it would issue to the Lenders Warrants to purchase the remaining 5, …

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Income Taxes A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2025, 2024 and 2023 is as follows: (in thousands) Year Ended December 31, 2025 2024 2023 United States $ 241,398 $ (151,343) $ (305,035) Foreign (22,296) (8,888) (29,202) Income (loss) before income taxes $ 219,102 $ (160,231) $ (334,237) The (benefit) provision for income taxes was as follows: (in thousands) Year Ended December 31, Current: 2025 2024 2023 Federal $ $ $ State (26) 5 Foreign $ $ (26) $ 5 Deferred: Federal $ $ $ State Foreign $ $ $ (Benefit) provision for income tax $ $ (26) $ 5 A reconciliation of income tax (benefit) provision from continuing operations to the amount computed by applying the statutory federal income tax rate to the net income (loss) from continuing operations is summarized as follows: Year Ended December 31, 2025 (in thousands) U.S. income tax at federal statutory rate $ 46,011 21.00 % State and local income tax, net of federal income tax effect % Foreign tax effects China: Change in valuation allowance 3,139 1.43 % Other foreign jurisdictions (48) (0.02) % Other foreign 1,591 0.73 % Changes in valuation allowance (85,261) (38.91) % Nontaxable or nondeductible items Officer compensation 2,978 1.35 % Equity compensation 2,604 1.19 % Debt restructuring 30,250 13.81 % Other 6 % Other adjustments Other (1,270) (0.58) % Provision for income tax $ % Below is a tabular rate reconciliation previously disclosed for the years en …

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Leases See Note 2 and Note 12 . Campus Lease On January 14, 2021, the Company entered into the Original Lease, a 12-year lease with two 5-year extensions to house its corporate headquarters, lab and innovation space (Campus Headquarters) in El Segundo, California. Although the Company is involved in the design of the tenant improvements of the Campus Headquarters, the Company does not have title or possession of the assets during construction. In addition, the Company does not obtain control of the leased space at the Campus Headquarters until the tenant improvements for the applicable phase in which the leased space is located have been completed and that phase has been delivered to the Company. The Original Lease was initially classified as an operating lease. The Company paid $8.3 million and $6.5 million in rent prepayments and payments towards construction costs of the Campus Headquarters in the years ended December 31, 2025 and 2024, respectively. The rent prepayments and payments towards construction costs are initially recorded in Prepaid lease costs, non-current in the Companys consolidated balance sheets and will ultimately be reclassified as a component of a right-of-use asset upon lease commencement for each phase of the lease. In 2022, the tenant improvements associated with Phase 1-A were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-A, the Company recognized a $64.1 million right-of-use asset, which incl …

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New Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, Disclosure ImprovementsCodification Amendments in Response to the SECs Disclosure Update and Simplification Initiative (ASU 2023-06), which provides amendments to the Codification in response to the 2018 SEC release No. 33-10532, Disclosure Update and Simplification. The amendments modify the disclosure and presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics. ASU 2023-06 is effective for companies that are subject to the SECs existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or purpose of issuing securities on the date which the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is prohibited. For all other entities, the amendments are effective two years later. If the SEC has not removed the applicable disclosure from Regulation S-X or Regulation S-K by June 30, 2027, the pending content related to ASU 2023-06 will not become effective for any entity and will be removed from the codification. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Companys financial position, results of operations or cash flows. In November 2024, the FASB issued ASU 2024-03, Income StatementReporting …

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Related Party Transactions TPP In connection with the Companys investment in TPP, a joint venture with PepsiCo, Inc., the Company sold certain products directly to the joint venture. In the year ended December 31, 2022, the Company also entered into an agreement for a nonrefundable up-front fee associated with its manufacturing and supply agreement with TPP. As part of renegotiating certain contracts and changing operating activities related to Beyond Meat Jerky, in the first quarter of 2023, the Company recognized in full the remaining balance of this fee. As part of its Global Operations Review, in 2023, the Company made the decision to discontinue the Beyond Meat Jerky product line and discontinued it in 2024. See Note 12 . Net revenues earned from TPP included in U.S. retail channel net revenues were $0, $0 and $5.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. …

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Restructuring In May 2017, management approved a plan to terminate the Companys exclusive supply agreement (the Agreement) with one of its co-manufacturers, due to non-performance under the Agreement and on May 23, 2017, the Company notified the co-manufacturer of its decision to terminate the Agreement. On October 18, 2022, the parties to this dispute 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. The terms of the settlement did not have a material impact on Beyond Meats financial position or results of operations. No party admitted liability or wrongdoing in connection with the settlement. In 2025, 2024 and 2023, the Company recorded $0, $0 and $(0.6) million, respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. The credit recorded in 2023 was primarily driven by a reversal of certain accruals. As of December 31, 2025 and 2024, the Company had $0 in accrued unpaid restructuring expenses associated with this dispute. …

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Segment Information The Company operates in one segment in the plant-based meat industry, offering a portfolio of revolutionary plant-based meats. In accordance with ASC 280, Segment Reporting, the Companys Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company, has been identified as the CODM. The Company derives revenue primarily in North America and Europe and manages the business activities on a consolidated basis. The Companys CODM allocates resources and assesses performance at the consolidated level. As the Company operates in one segment, entity-wide segment disclosures about products and services, and major customers are the same as what has been presented elsewhere in this report and in the accompanying consolidated financial statements. The accounting policies of the segment are the same as those described in Note 2 . On a quarterly basis, the CODM reviews the GAAP measure of consolidated net income (loss) as the measure of the segments performance and for determining the allocation of resources. The following table presents the details of the significant segment expenses, segment net revenues, and the segment performance measure, net loss, in the periods indicated. Year Ended December 31, 2025 2024 2023 Net revenues $ 275,496 $ 326,452 $ 343,376 Less: Cost of goods sold 267,850 284,753 426,031 Research and development expenses 23,235 28,149 39,530 Selling ex …

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Stockholders Deficit As of December 31, 2025, the Companys shares consisted of 3,000,000,000 authorized shares of common stock, par value $0.0001 per share, of which 453,688,312 shares of common stock were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding. As of December 31, 2024, the Companys shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 76,065,969 shares were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding. 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. Common Stock Common stock reserved for future issuance consisted of the following: December 31, 2025 2024 Equity incentive compensation awards granted and outstanding 39,464,342 6,859,658 Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan (1)(2) 10,310,481 7,489,593 Shares available for issuance under the 2018 Employee Stock Purchase Plan 4,020,975 3,484,845 Shares reserved for potential issuance under the 2030 Notes (3) 120,000,000 Shares reserved for potential issuance under the 2027 Notes (4) 8,234,230 Shares reserved for potential issuance under the Warrants 9,558,635 Total common stock reserved for future issuance (2) 1 …

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Subsequent Events First Supplemental Indenture Subsequent to the year ended December 31, 2025, on January 12, 2026, the Company and Beyond Meat EU B.V., a wholly-owned subsidiary of the Company (the New Guarantor), entered into the First Supplemental Indenture with Wilmington Trust, National Association, as Trustee and Collateral Agent. The First Supplemental Indenture modified the 2030 Notes Indenture to provide for the guarantee of the 2030 Notes by the New Guarantor, which are secured on a second-priority basis by the assets of the Company and the New Guarantor, subject to certain exceptions. 2030 Notes Conversion Subsequent to the year ended December 31, 2025, on March 3, 2026 and March 4, 2026, certain holders of the 2030 Notes converted $5,962,000 and $246,000 of the 2030 Notes, and 5,105,908 Conversion Shares and 209,949 Conversion Shares, respectively, were issued to such converting noteholders. Additionally, on April 1, 2026 and April 2, 2026, certain holders of the 2030 Notes converted $422,000 and $1,000 of the 2030 Notes, respectively, and 363,426 and 864 Conversion Shares, respectively, were issued to such converting noteholders. As a result of these conversions an aggregate of 422,013 anti-dilution RSUs were granted to the recipients of the MIP awards. An aggregate of 288,094 anti-dilution PSU awards, at maximum payout, associated with these 2030 Note conversions will be issued when the performance criteria to earn them are established. Nasdaq Deficiency Notices …

SubsequentEventsTextBlock · excerpt; the full note is in the filing