BEYOND MEAT, INC.

The following table presents selected items in our condensed consolidated statements of operations for the respective periods presented (unaudited):

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

Three and Six Months Ended June 28, 2025 Compared to Three and Six Months Ended June 29, 2024 (unaudited)

Net Revenues

The following table presents our net revenues by channel in the three months ended June 28, 2025 compared to the prior-year period:

Net revenues in the three months ended June 28, 2025 decreased $18.2 million, or 19.6%, compared to the prior-year period, primarily driven by an 18.9% decrease in volume of products sold and a 0.9% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution in the U.S. retail channel, and lower sales of burger products to QSR customers in the international foodservice channel. The decrease in net revenue per pound was primarily driven by higher trade discounts and changes in product sales mix, partially offset by favorable changes in foreign currency exchange rates and price increases of certain of our products.

Net revenues from U.S. retail channel sales in the three months ended June 28, 2025 decreased $12.0 million or 26.7%, compared to the prior-year period, primarily driven by a 24.2% decrease in volume of products sold, and a 3.2% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution. The decrease in net revenue per pound was primarily driven by higher trade discounts, partially offset by changes in product sales mix and price increases of certain of our products. U.S. retail channel net revenues in the three months ended June 28, 2025 included $0.1 million in ingredient sales, compared to $0.8 million in the three months ended June 29, 2024. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Beef and Beyond Sausage, partially offset by increased sales of Beyond Breakfast Sausage.

Net revenues from U.S. foodservice channel sales in the three months ended June 28, 2025 increased $0.7 million or 6.8%, compared to the prior-year period, mainly driven by a 4.4% increase in net revenue per pound and a 2.3% increase in volume of products sold. The increase in net revenue per pound was primarily driven by price increases of certain of our products and changes in product sales mix, partially offset by higher trade discounts. By product, the increase in U.S. foodservice channel net revenues was primarily due to increased sales of Beyond Beef and Beyond Sausage, partially offset by decreased sales of chicken products, including sales of Beyond Chicken Tenders and Beyond Chicken Nuggets.

Net revenues from international retail channel sales in the three months ended June 28, 2025 decreased $1.7 million, or 9.8%, compared to the prior-year period, primarily driven by a 13.1% decrease in volume of products sold, partially offset by a 3.9% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger, dinner sausage and ground beef products in Canada, and reduced burger sales in the EU. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange rates, changes in product sales mix and price increases of certain of our products, partially offset higher trade discounts. By product, the decrease in international retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Sausage and Beyond Chicken products, partially offset by increased sales of Beyond Steak and value-added meals.

Net revenues from international foodservice channel sales in the three months ended June 28, 2025 decreased $5.3 million, or 25.8%, compared to the prior-year period, primarily due to a 21.6% decrease in volume of products sold, mainly driven by lower sales of burger products to certain QSR customers, and a 5.3% decrease in net revenue per pound. The decrease in net revenue per pound was primarily driven by changes in product sales mix, partially offset by lower trade discounts, favorable changes in foreign currency exchange rates and price increases of certain of our products. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of Beyond Burger and chicken products.

The following table presents our net revenues by channel in the six months ended June 28, 2025 compared to the prior-year period:

Net revenues in the six months ended June 28, 2025 decreased $25.1 million, or 14.9%, compared to the prior-year period, primarily driven by a 15.4% decrease in volume of products sold, partially offset by a 0.6% 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, which we believe was exacerbated by economic uncertainty and other macroeconomic trends during the period, by reduced points of distribution in the U.S. retail channel and by lower sales of burger products to QSR customers in the international foodservice channel. The increase in net revenue per pound was primarily driven by lower trade discounts and price increases of certain of our products, partially offset by changes in product sales mix.

Net revenues from U.S. retail channel sales in the six months ended June 28, 2025 decreased $17.7 million, or 21.6%, compared to the prior-year period, primarily driven by a 23.7% decrease in volume of products sold, partially offset by a 2.9% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution. The increase in net revenue per pound was primarily driven by changes in product sales mix and price increases of certain of our products, partially offset by higher trade discounts. U.S. retail channel net revenues in the six months ended June 28, 2025 included $0.1 million in ingredient sales, compared to $2.4 million in the six months ended

June 29, 2024. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Beef, Beyond Sausage and Beyond Meatballs, partially offset by increased sales of our value added meal line of products.

Net revenues from U.S. foodservice channel sales in the six months ended June 28, 2025 decreased $2.2 million, or 9.6%, compared to the prior-year period, primarily driven by a 10.6% decrease in volume of products sold, primarily reflecting weak category demand and lower burger sales to a QSR customer, partially offset by a 1.0% increase in net revenue per pound, primarily driven by price increases of certain of our products and changes in product sales mix, partially offset by higher trade discounts. By product, the decrease in U.S. foodservice channel net revenues was primarily due to decreased sales of Beyond Burger, partially offset by increased sales of Beyond Sausage.

Net revenues from international retail channel sales in the six months ended June 28, 2025 decreased $1.6 million, or 5.4%, compared to the prior-year period, primarily driven by an 11.2% decrease in volume of products sold, partially offset by a 6.6% increase in net revenue per pound. The decrease in volume of products sold was primarily due to lower sales of our burger, dinner sausage and ground beef products in Canada and lower sales of our burger and ground beef products in the EU. The increase in net revenue per pound was primarily driven by changes in product sales mix, lower trade discounts and price increases of certain of our products. By product, the decrease in international retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Beef and Beyond Sausage, partially offset by increased sales of Beyond Steak.

Net revenues from international foodservice channel sales in the six months ended June 28, 2025 decreased $3.6 million, or 10.6%, compared to the prior-year period, primarily due to a 7.1% decrease in volume of products sold, primarily due to lower burger sales to certain QSR customers, and a 3.8% decrease in net revenue per pound. The decrease in net revenue per pound was primarily driven by changes in product sales mix, partially offset by lower trade discounts, favorable foreign currency exchange rates and price increases of certain of our products. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of Beyond Burger and chicken products, partially offset by increased sales of Beyond Sausage.

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

Cost of Goods Sold

Cost of goods sold decreased $13.1 million, or 16.5%, to $66.4 million in the three months ended June 28, 2025 compared to the prior-year period, primarily reflecting decreased volume of products sold. Cost of goods sold in the three months ended June 28, 2025 included $1.7 million in expenses related to the suspension and substantial cessation of our operational activities in China, as discussed above. Cost of goods sold increased on a per pound basis, primarily reflecting higher inventory provision and higher materials expenses, partially offset by lower manufacturing expenses, including depreciation, and lower logistics expenses. As a percentage of net revenues, cost of goods sold increased to 88.5% of net revenues in the three months ended June 28, 2025, from 85.3% of net revenues in the prior-year period.

Cost of goods sold decreased $15.2 million, or 10.1%, to $136.2 million in the six months ended June 28, 2025, compared to the prior-year period, primarily reflecting decreased volume of products sold. Cost of goods sold in the six months ended June 28, 2025 included $4.3 million in non-cash charges arising from specific strategic decisions to increase inventory provision for certain inventory items, and $2.6 million in expenses related to the suspension and substantial cessation of our operational activities in China, as discussed above. Cost of goods sold increased on a per pound basis, primarily reflecting higher inventory provision, partially offset by reduced manufacturing costs, including depreciation, lower logistics costs and lower materials costs. As a percentage of net revenues, cost of goods sold increased to 94.8% of net revenues in the six months ended June 28, 2025 from 89.7% of net revenues in the prior-year period.

Gross Profit and Gross Margin

Gross profit in the three months ended June 28, 2025 was $8.6 million, compared to gross profit of $13.7 million in the prior-year period, a decrease of $5.1 million or 37.4%. Gross margin in the three months ended June 28, 2025 was 11.5%, compared to gross margin of 14.7% in the prior-year period. Gross profit and gross margin in the three months ended June 28, 2025 included $1.7 million in expenses related to the suspension and substantial cessation of our operational activities in China. Gross profit and gross margin in the three months ended June 28, 2025 were negatively impacted by a 2.9% increase in cost of goods sold per pound and a 0.9% decrease in net revenue per pound.

Gross profit in the six months ended June 28, 2025 was $7.5 million compared to gross profit of $17.4 million in the prior-year period, a decrease of $9.9 million or 56.7%. Gross margin in the six months ended June 28, 2025 was 5.2%, compared to gross margin of 10.3% in the prior-year period. Gross profit and gross margin in the six months ended June 28, 2025 included $4.3 million in non-cash charges arising from specific strategic decisions to increase inventory provision for certain inventory items, and $2.6 million in expenses related to the suspension and substantial cessation of our operational activities in China, as discussed above. Gross profit and gross margin in the six months ended June 28, 2025 were negatively impacted by a 6.5% increase in cost of goods sold per pound, partially offset by a 0.6% increase in net revenue per pound.

As disclosed in Note 2, Summary of Significant Accounting Policies—Shipping and Handling Costs, in the Notes to Unaudited Condensed 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

Research and development expenses in the three months ended June 28, 2025 increased $0.3 million, or 5.9%, compared to the prior-year period. Research and development expenses decreased to 7.7% of net revenues in the three months ended June 28, 2025 from 5.9% of net revenues in the prior-year period. The increase in research and development expenses was primarily due to higher trial production and scale-up expenses, partially offset by reduced lease costs associated with our innovation center.

Research and development expenses decreased $2.1 million, or 13.5%, in the six months ended June 28, 2025, compared to the prior-year period. Research and development expenses increased to 9.2% of net revenues in the six months ended June 28, 2025 from 9.1% of net revenues in the prior-year period. The decrease in research and development expenses, was primarily due to lower trial production expenses from in-sourcing trial production work and reduced lease costs associated with our innovation center, partially offset by $0.9 million in accelerated depreciation related to the suspension and substantial cessation of our operational activities in China.

SG&A Expenses

SG&A expenses in the three months ended June 28, 2025 decreased $4.5 million, or 10.6%, to $37.7 million or 50.3% of net revenues in the three months ended June 28, 2025, from $42.2 million or 45.2% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to $1.4 million in lower share-based compensation expense, $1.3 million in lower advertising costs, $0.7 million in lower co-manufacturing-related expenses, $0.8 million in lower salary expense, $0.6 million in lower commission expenses, $0.4 million in lower outbound freight, $0.4 million in lower accounting fees, $0.4 million in lower expenses related to being a public company, and $0.4 million in lower general insurance expense, partially offset by $2.1 million in higher legal fees and $0.6 million in higher consulting expenses. Additionally, in the three months ended June 28, 2025, SG&A expenses were impacted by $4.5 million in non-routine cash payments, of which $0.6 million was recorded in the second quarter of 2025, that were the result of our payment of performance awards to certain of our employees and executive officers pursuant to our Executive Incentive

Bonus Plan. Each award is subject to repayment in the event the recipient resigns or is terminated under certain circumstances for a specified period of either one or two years. SG&A expenses in the three months ended June 28, 2025 were further negatively impacted by $2.5 million in incremental legal expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer and $0.5 million in costs related to the partial lease termination of a portion of our Campus Headquarters.

SG&A expenses in the six months ended June 28, 2025 decreased $4.1 million, or 4.6%, to $85.4 million or 59.4% of net revenues in the six months ended June 28, 2025, from $89.4 million or 53.0% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to $1.9 million in lower co-manufacturing-related expenses, $1.6 million in lower share-based compensation expense, $1.2 million in lower legal fees, $1.0 million in lower outbound freight expenses and $0.6 million in lower commissions expense, partially offset by $2.1 million in higher salaries and related expenses including $1.6 million in severance costs related to the 2025 RIF and China RIF, $4.6 million in higher product donations, and $0.7 million in higher consulting expenses. SG&A expenses in the six months ended June 28, 2025 were negatively impacted by $7.1 million in incremental legal expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer, and $0.4 million in asset write-offs related to the suspension and substantial cessation of our operational activities in China, as discussed above. SG&A expenses in the six months ended June 29, 2024 were 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.

Loss from Operations

Loss from operations in the three months ended June 28, 2025 was $34.9 million, compared to $33.9 million in the prior-year period. The increase in loss from operations was driven by the reduction in gross profit, partially offset by the decrease in operating expenses.

Loss from operations in the six months ended June 28, 2025 was $91.1 million, compared to $87.4 million in the prior-year period. The increase in loss from operations was driven by the reduction in gross profit, partially offset by the decrease in operating expenses. Loss from operations in the six months ended June 29, 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), Net

Total other income (expense), net, in the three months ended June 28, 2025 of $5.7 million consisted primarily of $7.5 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and Chinese Yuan and $0.5 million in interest income, partially offset by $(2.0) million in interest expense from the amortization of debt issuance costs related to the Notes and interest expense related to leases. Total other (expense) income, net, in the three months ended June 29, 2024 of $(0.6) million consisted primarily of $(1.2) million in net realized and unrealized foreign currency transaction losses due to unfavorable changes in foreign currency exchange rates of the Euro and the Chinese Yuan and $(1.0) million in interest expense from the amortization of debt issuance costs related to the Notes, partially offset by $1.7 million in interest income.

Total other income (expense) income, net, in the six months ended June 28, 2025 of $9.0 million consisted primarily of $11.0 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and Chinese Yuan and $1.4 million in interest income, partially offset by $(3.0) million in interest expense from the amortization of debt issuance costs related to the Notes and interest expense related to leases. Total other (expense), net, in the six months ended June 29, 2024 of $(1.4) million consisted primarily of $(3.5) million in net realized and unrealized foreign currency transaction losses due to unfavorable changes in foreign currency exchange rates of the Euro and the Chinese Yuan and $(2.0) million in interest expense from the amortization of debt issuance costs related to the Notes, partially offset by $3.7 million in interest income and $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. (“BYND JX”).

Net Loss

Net loss in the three months ended June 28, 2025 was $29.2 million, compared to $34.5 million in the prior-year period. Net loss per share available to common stockholders in the three months ended June 28, 2025 was $(0.38), compared to $(0.53) in the prior year. The decrease in net loss was primarily driven by the increase in Total other income, net, partially offset by the increase in loss from operations.

Net loss in the six months ended June 28, 2025 was $82.2 million, compared to $88.8 million in the prior-year period. Net loss per share available to common stockholders in the six months ended June 28, 2025 was $(1.08), compared to $(1.37) in the prior-year period. The decrease in net loss was primarily due to higher other income including higher net realized and unrealized foreign currency transaction gains, partially offset by the increase in loss from operations. Net loss in the six months ended June 29, 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 loss adjusted to exclude, when applicable, income tax expense (benefit), interest expense, depreciation and amortization expense, share-based compensation expense, non-cash charges related to the suspension and substantial cessation of our operational activities in China, accrued litigation settlement costs, costs related to a partial lease termination of a portion of the Campus Headquarters 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 share-based compensation expense and therefore does not include all of our compensation costs;

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

•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 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):

Liquidity and Capital Resources

ATM Program

On March 18, 2024, we filed a shelf registration statement on Form S-3 (the “2024 Shelf Registration Statement”) registering an indeterminate amount of our common stock, preferred stock, debt securities, warrants, purchase contracts and units (collectively, “Company securities”). 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 our Equity Distribution 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.

As of June 28, 2025 and December 31, 2024, 9,750,312 shares of common stock had been sold under the ATM Program since inception for an aggregate offering price of $48.3 million. There were no sales of common stock made under the ATM Program in the three and six months ended June 28, 2025. Total issuance costs related to the ATM Program as of June 28, 2025 and December 31, 2024 were 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 June 28, 2025 and December 31, 2024, respectively. In the year ended December 31, 2024, approximately $1.6 million was capitalized to reflect the costs associated with the issuance of new shares of common stock and offset against proceeds from the ATM Program. Unamortized issuance costs related to the ATM Program included in Prepaid expenses and other current assets were $1.7 million as of June 28, 2025 and December 31, 2024. As of June 28, 2025 and December 31, 2024, approximately $201.7 million in capacity remained available under the 2024 Shelf Registration Statement.

Convertible Senior Notes

In 2021, we issued a total of $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “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 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Loan and Security Agreement; Warrant Agreement

On May 7, 2025, we, as the borrower, entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Unprocessed Foods, LLC, an affiliate of the Ahimsa Foundation, as lender (“Unprocessed Foods”), 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 a senior 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$100.0 million. Certain of our subsidiaries have guaranteed ourobligations 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 certain of our subsidiaries, subject to certain exceptions. We do not have any obligation to draw on the Delayed Draw Term Loan Facility. In connection with the entry into the Delayed Draw Term Loan Facility, we agreed to pay the Lenders a non-refundable fee of$625,000.

The Delayed Draw Term Loans are available to be drawnin one or more draws until February 7, 2026, subject to, among other things, a minimum borrowing requirement of$3.0 million and satisfaction or waiver by the Lenders of the applicable conditions precedent set forth in the Loan and Security Agreement. Any Delayed Draw Term Loans borrowed under the Loan and Security Agreement will 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 will 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, then such rate per annum will be 17.5% after the Initial Maturity Date. Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services. Accrued but unpaid interest on each Delayed Draw Term Loan will be compounded on a quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement.

Among other things, the Loan and Security Agreement includes covenants that (i) require us to maintain liquidity of at least$15.0 million, (ii) do not permit our cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year, in the aggregate, to exceed$20.0 million, and (iii) cap the amount of cash that can be used to repay the 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 ofdelaying or preventing an otherwise beneficial takeover of the Company.

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 ourcommon stock (the “Maximum Warrant Share Amount”) at an exercise price to be calculated as 115% of the average daily volume-weighted average prices of the common stock for the 30-day period beginning on May 8, 2025, subject to a minimum exercise price of $2.00 and a maximum exercise price of $3.75. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loans, we will execute and deliver to the applicable Lenders Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of Delayed Draw Term Loans 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. The Warrant Agreement also contains customary indemnity, exculpation and contribution obligations in connection with such registration.

On June 26, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made a Delayed Draw Term Loan to us in the principal amount of $40.0 million (the “Initial Draw”). We plan to use the proceeds of such Delayed Draw Term Loan for general corporate purposes of the Company and the guarantors.

The total amount of debt issuance costs related to the Delayed Draw Term Loan Facility was $3.7 million, consisting of an upfront fee of $0.6 million paid to the Lender, legal and other costs, of which $1.5 million was apportioned to the Initial Draw and recorded as a reduction to Delayed draw term loan facility, net in the Company’s condensed consolidated balance sheet and is being amortized as interest expense over the term of the Initial Draw using the effective interest rate method. In the three and six months ended June 28, 2025, the Company recognized $3,000 in interest expense related to the amortization of the debt issuance costs related to the Initial Draw. There were $1.5 million and $0 in unamortized issuance costs related to the Initial Draw as of June 28, 2025 and December 31, 2024, respectively. The remaining $2.2 million in debt issuance costs relating to the Delayed Draw Term Loan Facility was apportioned to the $60.0 million undrawn Delayed Draw Term Loan

Facility and has been recorded in Prepaid expenses and other current assets in the Company’s condensed consolidated balance sheet as of June 28, 2025.

On June 26, 2025, in connection with the Delayed Draw Term Loan made on the same date, we issued to Unprocessed Foods, Warrants to purchase 3,823,454 shares of common stock with an exercise price of $3.26 per share, a fair value per share of $2.088 and an aggregate fair value of approximately $8.0 million, which is treated as a debt issuance cost and will be amortized to interest expense using the effective interest rate method. See Note 2, Summary of Significant Accounting Policies, and Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

We concluded it was reasonably certain to draw the remaining $60.0 million available under the Delayed Draw Term Loan before December 31, 2025, and expect to issue to the Lenders warrants to purchase the remaining 5,735,181 unissued shares of common stock pursuant to the Loan and Security Agreement. The fair value of the contingently issuable warrants measured as of June 28, 2025 using a Monte-Carlo valuation model was $12.1 million. We recorded $20.1 million in liability for the total fair value of the issued and contingently issuable warrants in Delayed draw term loan warrants in our condensed consolidated balance sheet at June 28, 2025. See Note 2, Summary of Significant Accounting Policiesand Note 6 Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Liquidity Outlook

Our cash from operations has been and could continue to be, affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part I, Item 1A. Risk Factors in our 2024 10-K and in Part II, Item 1A, Risk Factors and Note Regarding Forward-Looking Statements included elsewhere in this report. In addition, inflation, tariffs and trade wars, increased uncertainty surrounding international trade policy and regulations, high interest rates in certain geographic regions, overall economic conditions, uncertainty and volatility and concerns about 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 net losses and negative operating cash flows and while we are implementing a business plan focused on achieving sustainable, profitable operations over time, including the strategic initiatives described above, 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. 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; 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; planned and future reductions in our workforce; and the suspension and substantial cessation of our operational activities in China in the first half of 2025.

Based on our current business plan, we believe that our existing cash balances, including our anticipated cash flows from operating activities, and the potential financing provided by the Loan and Security Agreement, 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.

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 could be secured, 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 and the Loan and Security Agreement and market conditions, we expect to raise additional capital through the issuance of equity and/or debt securities in 2025, through the ATM Program, the Delayed Draw Term Loan Facility 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 our outstanding Notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. Similarly, if we draw onthe Delayed Draw Term Loan Facility under our Loan and Security Agreement and the Lenders exercise their Warrants pursuant to the Warrant Agreement, the resulting issuance of our common stock to such Lenders would have a dilutive effect on our current stockholders and could negatively affect the trading price of our common stock. In addition, any such potential financings may result in the imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. For example, the Loan and Security Agreement contains 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 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 II, 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 additional partial lease terminations at 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 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 interest rates, current and proposed future tariffs and related trade wars, increased uncertainty surrounding international trade policy and regulations, including through the implementation of retaliatory tariffs or related counter-measures and the negative effects of anti-American sentiment, and potential recessionary concerns, among other things, all of which have had and could continue to have unforeseen impacts on our actual realized results, including our liquidity outlook. Our ability to make progress toward reducing operating expenses and achieving our profitability and financial performance objectives is dependent on a number of assumptions and uncertainties, including, without limitation, demand in the plant-based meat category and for our products, which has continued to decline; our ability to both raise capital and reduce costs and achieve positive gross margin; our ability to generate revenues and gross profit and meet operating expense reduction targets, which may be subject to factors beyond our control; timing of capital expenditures; and our ability to monetize inventory and manage working capital. The other risks described in this report and in our 2024 10-K may also hinder our ability to implement our strategic initiatives. As a result, we cannot guarantee that we will achieve our profitability and financial performance objectives in the future, whether on our expected timelines, or at all.

Sources of Liquidity

Our primary cash needs are for operating expenses, working capital and capital expenditures to support our business. We finance our operations primarily through sales of our products and existing cash. We may also generate incremental cash through ingredient sales and from sales of certain fixed assets. We 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.

In 2021, we issued a total of $1.15 billion in aggregate principal amount of Notes. See Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Our 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 Equity Distribution Agreement with B. Riley under the ATM Program. As of June 28, 2025, 9,750,312 shares of common stock had been sold under the ATM Program for an aggregate offering price of $48.3 million. As of June 28, 2025, approximately $201.7 million in capacity remained available under the 2024 Shelf Registration Statement. See ATM Program discussed above.

On May 7, 2025, we entered into the Loan and Security Agreement, which provides for up to $100.0 million of new first-lien senior secured debt. On June 26, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made a Delayed Draw Term Loan to us in the principal amount of $40.0 million. We plan to use the proceeds of such Delayed Draw Term Loan for general corporate purposes of the Company and the guarantors. See Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

As of June 28, 2025, we had $103.5 million in unrestricted cash and cash equivalents and $13.8 million in restricted cash, which was comprised of $12.6 million to secure the letter of credit delivered to our Landlord as security for the performance of our obligations under our Campus Lease and $1.2 million to secure a letter of credit associated with a third party contract manufacturer in Europe.

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 be secured, 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 and the Loan and Security Agreement, as well as market conditions, we expect to raise additional capital through the issuance of equity and/or debt securities in 2025, through the ATM Program, the Delayed Draw Term Loan Facility, or otherwise. 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. See Liquidity Outlook above and Part I, Item 1A, Risk Factors—Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital for additional information.

Cash Flows

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

Net Cash Used in Operating Activities

In the six months ended June 28, 2025, we incurred a net loss of $82.2 million, which was the primary reason for net cash used in operating activities of $59.4 million. Net cash inflows from changes in our operating assets and liabilities were $3.0 million, primarily due to an increase in accounts payable from timing of payments of vendor invoices and a decrease in overall inventory levels due to a decrease in work in process inventories; an increase in accounts receivable balances due to an increase in customer billings; an increase in prepaid expenses and other current assets due to an increase in prepaid issuance costs; an increase in prepaid lease costs, non-current due to lease payments towards unoccupied phases of our Campus Headquarters facility for which leases have not yet commenced; a decrease in accrued expenses and other current liabilities; and a decrease in operating lease liabilities due to a reduction in new leases entered into. Net loss in the six months ended June 28, 2025, included $19.8 million in non-cash expenses comprised of depreciation and amortization expense, including accelerated depreciation recorded resulting from the suspension and substantial cessation of our operational activities in China, unrealized gain on foreign currency exchange transactions, share-based compensation expense and amortization of debt issuance costs.

In the six months ended June 29, 2024, we incurred a net loss of $88.8 million, which was the primary reason for net cash used in operating activities of $47.8 million. Net cash inflows from changes in our operating assets and liabilities were $7.6 million, primarily from a decrease in raw materials and packaging, and work in process inventories, an increase in accrued expenses and other current liabilities, and an increase in accounts payable, partially offset by an increase in accounts receivable, an increase in prepaid lease costs, non-current, an increase in prepaid expenses and other current assets, and a decrease in operating lease liabilities. Net loss in the six months ended June 29, 2024, included $33.4 million in non-cash expenses primarily comprised of depreciation and amortization expense, share-based compensation expense, non-cash lease expense, unrealized loss on foreign currency exchange transactions and amortization of debt issuance costs.

Depreciation and amortization expense was $15.7 million, including $3.2 million in accelerated depreciation related to the reassessment of the useful lives of certain assets in China resulting from the suspension and substantial cessation of our operational activities in China, and $12.2 million in the six months ended June 28, 2025 and June 29, 2024, respectively.

Net Cash (Used in) Provided by Investing Activities

Net cash used in investing activities primarily relates to capital expenditures to support our investments in property, plant and equipment, offset by proceeds from sales of certain fixed assets.

In the six months ended June 28, 2025, net cash used in investing activities was $6.1 million and consisted of $6.4 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, partially offset by $0.3 million in proceeds from sales of certain fixed assets.

In the six months ended June 29, 2024, net cash provided by investing activities was $1.2 million and consisted of $3.2 million in proceeds from sales of certain fixed assets and $0.5 million in proceeds from the return of security deposits, partially offset by cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities.

Net Cash Provided by (Used in) Financing Activities

In the six months ended June 28, 2025, net cash provided by financing activities was $33.6 million, primarily from a cash inflow of $40.0 million in proceeds from the Delayed Draw Term Loan described above, partially offset by cash outflows for payments of $5.1 million in debt issuance costs, $0.9 million in payments under finance lease obligations and $0.3 million in payments of minimum withholding taxes on net share settlement of equity awards.

In the six months ended June 29, 2024, net cash used in financing activities was $1.0 million, primarily from the $0.5 million in payments of minimum withholding taxes on net share settlement of equity awards and $0.5 million in payments under finance lease obligations.

Contractual Obligations and Commitments

There have been no significant changes during the six months ended June 28, 2025 to the contractual obligations disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in the 2024 10-K, other than the following:

Debt Obligations

In March 2021, we issued a total of $1.15 billion aggregate principal amount of Notes. The proceeds from the issuance of the Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million. See Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On May 7, 2025, we entered into the Loan and Security Agreement with the Lenders and certain of our subsidiaries, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility in anaggregate principal amount of up to $100.0 million. In connection with the Loan and Security Agreement, we also entered into the Warrant Agreement relating to the issuance of the Warrants that grant the Lenders the right to purchase up to, in the aggregate, 9,558,635 shares of our common stock. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loan, we will execute and deliver to the applicable Lenders Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of Delayed Draw Term Loans provided by such Lender on the date thereof. On June 26, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made a Delayed Draw Term Loan to us in the principal amount of $40.0 million. See Liquidity—Loan and Security Agreement; Warrant Agreement above and Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Leases

In 2021, we entered into the Campus Lease with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), to house our Campus Headquarters. Although we are involved in the design of the tenant improvements of the Campus Headquarters, we do not have title or possession of the assets during construction. In addition, we do not have the ability to control the leased Campus Headquarters until each phase of the tenant improvements is complete. We paid $3.9 million and $6.5 million in rent prepayments and payments towards construction costs of the Campus Headquarters in the three months ended June 28, 2025 and year ended December 31, 2024, respectively.

On September 17, 2024, we entered into the First Amendment to the Campus Lease, which amendment: (i) revised the square footage of the premises, building and project to: (a) increase our base rent by approximately $851,000 over the initial lease term; (b) adjust our percentage share of direct expenses; and (c) increase the tenant improvement allowance to reflect a reduction in the scope of the Landlord’s work; (ii) specify which improvements must be removed by us from the premises if the premises are not occupied in their entirety throughout the initial lease term and first extension term; and (iii) address other ministerial matters concerning the Campus Lease. Aggregate payments towards base rent over the initial lease term associated with the remaining phases not yet delivered to us are approximately $53.6 million.

Concurrent with our execution of the Campus Lease, we delivered to the Landlord a letter of credit in the amount of $12.5 million, as security for the performance of our obligations under the Campus Lease. The letter of credit is secured by a $12.6 million deposit included in our condensed consolidated balance sheets as Restricted cash, non-current as of June 28, 2025 and December 31, 2024. See Note 3, Leases, and Note 9, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On May 9, 2025, we entered into the Second Amendment to Lease (the “Second Amendment”) which provided for, among other things, (i) the surrender by the Company to the Landlord of approximately 61,556 rentable square feet of the existing premises (the “Surrendered Premises”); (ii) a release of all claims arising out of, or based upon, any act, matter, or thing regarding the Surrendered Premises; (iii) the continued leasing of approximately 220,519 rentable square feet of the existing premises by the Company; (iv) payment by the Company of a one-time termination fee of $1.0 million for the benefit of the Landlord; (v) transfer of title to certain equipment from the Company to the Landlord; (vi) construction of modifications to the Surrendered Premises by the Company to be completed by June 30, 2025; (vii) payment by the Company of rent for the Surrendered Premises under the Campus Lease until at latest December 14, 2025; (viii) payment by the Company of the difference between (A) the Company’s base rent and parking charges under the Campus Lease for the Surrendered Premises and (B) the base rent and parking charges payable by a new tenant under its new lease for the Surrendered Premises, beginning on the earlier of when the new tenant commences normal business operations in the Surrendered Premises and December 15, 2025, and ending on the last day of the Initial Term (as defined in the Campus Lease); and (ix) payment by the Company of customary brokers’ fees in connection with the Second Amendment.

Termination costs related to the Surrendered Premises in the three and six months ended June 28, 2025 were $32.8 million, consisting of $31.3 million in prepaid rent related to the Surrendered Premises, a $1.0 million one-time termination fee and $0.5 million in brokers’ fees. As a result of this lease modification, the Company remeasured the remaining lease liability and ROU asset associated with the continuing portion of the lease. Based on the revised terms, including updated lease payments and term, the Company concluded that the classification of the remaining lease had changed from an operating lease to a finance lease. As such, $115.6 million previously classified as an operating lease right-of-use asset was reclassified as finance lease right-of-use asset. In addition, the right-of-use assets for the continuing portion of the lease increased by $19.9 million, due to the reclassification of amounts previously recorded as prepaid rent, and by $10.1 million related to increases in the present value of the lease liability following the modification.

Subsequent to the period ended June 28, 2025, on July 16, 2025, we entered into the Third Amendment to Lease (the “Third Amendment”), settling a dispute between us and the Landlord regarding the provision and disbursement of the tenant improvement allowance. Under the terms of the Third Amendment, in exchange for a release of certain claims, the Landlord agreed to provide to us 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.

Subsequent to the period ended June 28, 2025, effective as of July 22, 2025, we entered into a Sublease Agreement (the “Varda Sublease”) with Varda Space Industries, Inc., a Delaware corporation (the “Subtenant”), pursuant to which we will sublease to the Subtenant approximately 54,749 rentable square feet of the existing premises at our Campus Headquarters. See Note 14, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Given our intention to reduce our overall operating expenses and cash expenditures, on February 2, 2024, we terminated the agreement to purchase a property adjacent to our manufacturing facility in Enschede, the Netherlands (the “Enschede Property”) and the security deposit was returned to us, and subsequently paid to the purchaser of the property to be applied towards the deposit and future lease payments. We entered into a lease agreement with the purchaser of the property to lease the approximately 114,000 square foot property for an initial period of five years with an option to renew for an additional five years at an annual rent of approximately €1.0 million. This lease is classified as a finance lease in our condensed consolidated balance sheet as of June 28, 2025.

China Investment and Lease Agreement

In 2020, we and our subsidiary, BYND JX, entered into an investment agreement with the Administrative Committee (the “JX Committee”) of the Jiaxing Economic & Technological Development Zone (the “JXEDZ”) pursuant to which, among other things, BYND JX has agreed to make certain investments in the JXEDZ in two phases of development, and we have agreed to guarantee certain repayment obligations of BYND JX under such agreement. In the three and six months ended June 28, 2025 and June 29, 2024, respectively, we received $0 and $0.5 million in subsidies from the JXEDZ Finance Bureau. As of June 28, 2025, the Company had invested $22.0 million as the registered capital of BYND JX and advanced $20.0 million to BYND JX. See Note 9, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Subsequent to the period ended June 28, 2025, the Company invested an additional $0.5 million in registered capital of BYND JX to fund the suspension and substantial cessation of its operational activities in China.

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 substantially ceased as of the end of the second quarter of 2025.

The Planet Partnership

In 2021, we entered into TPP, a joint venture with PepsiCo, Inc., to develop, produce and market innovative snack products made from plant-based protein. In the three months ended June 28, 2025 and June 29, 2024, we recognized our share of the loss in TPP in the amount of $59,000 and $30,000, respectively. In the six months ended June 28, 2025 and June 29, 2024, we recognized our share of the loss (income) in TPP in the amount of $70,000 and $23,000, respectively. As of June 28, 2025 and December 31, 2024, we had contributed our share of the investment in TPP in the amount of $27.6 million. See Note 9, Commitments and Contingencies, and Note 12, Related Party Transactions, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

In 2023, we continued the process of renegotiating certain contracts and changing operating activities related to Beyond Meat Jerky and assumed sales and distribution responsibilities associated with Beyond Meat Jerky in the fourth quarter of 2023. 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.

Purchase Commitments

In 2022, we entered into a co-manufacturing agreement (“Agreement”) with a co-manufacturer to manufacture various products. The Agreement included a minimum order quantity commitment per month and an aggregate quantity over a five-year term. On November 21, 2023, we terminated the Agreement because the co-manufacturer failed to meet its obligations under the Agreement and recorded $4.4 million in termination-related charges. In March 2024, the co-manufacturer brought an action against us in a confidential arbitration proceeding. See Note 9, Commitments and Contingencies—Litigation—Arbitration with Former Co-Manufacturer, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On July 1, 2023, we and Roquette Frères entered into a second amendment (the “Second Amendment to the Supply Agreement”) to our existing pea protein supply agreement dated January 10, 2020, as amended by the first amendment dated August 3, 2022 (the “First Amendment to the Supply Agreement”). Pursuant to the Second Amendment to the Supply Agreement, the terms of the agreement and existing purchase commitments set forth in the First Amendment to the Supply Agreement were revised and extended through December 31, 2025. Pursuant to the Second Amendment to the Supply Agreement, the purchase commitment was revised such that we had committed to purchase pea protein inventory totaling $17.0 million in 2025, of which $8.5 million remains as of June 28, 2025.

As of June 28, 2025, we had also committed to purchase flavor ingredients inventory totaling $0.7 million in the remainder of 2025. In addition, as of June 28, 2025, we had approximately $4.4 million in outstanding purchase order commitments for capital expenditures primarily to purchase property, plant and equipment including machinery and equipment, payments for which will be due within twelve months of June 28, 2025.

Settlement of Consumer Class Actions Regarding Protein Claims

On May 6, 2024, we entered into a confidential binding settlement term sheet with respect to certain consumer class action lawsuits that originated in 2022. On July 8, 2024, the parties entered into a class action settlement agreement, pursuant to which we agreed to contribute $7.5 million to a settlement fund in full satisfaction of all settlement costs and attorneys’ fees. See Note 9, Commitments and Contingencies—Litigation—Consumer Class Actions Regarding Protein Claims, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On January 23, 2025, the court issued a minute order approving the class action settlement and indicating a final approval order will be entered. On March 24, 2025, the court issued the final approval order. We paid $250,000 to the settlement fund in August 2024. The final effective date of the settlement agreement was on April 24, 2025. We recorded $7.5 million in SG&A expenses in our condensed consolidated statement of operations in the year ended December 31, 2024 and paid $250,000 in 2024 and included $7.25 million in Accrued litigation settlement costs in our condensed consolidated balance sheets as of December 31, 2024. Our final payment of $7.25 million was paid into escrow in the six months ended June 28, 2025. The court appointed settlement administrator will handle distributions to the class.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or any holdings in variable interest entities.

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 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 at the consolidated level.

Critical Accounting Policies and Estimates

In preparing our financial statements in accordance with GAAP, we are required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs and expenses, and disclosure of contingent assets and liabilities that are reported in the financial statements and accompanying disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates and assumptions. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

There have been no material changes in our critical accounting policies during the six months ended June 28, 2025, compared to those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies in the 2024 10-K.

Revenue Recognition

Our revenues are generated through sales of our products to distributors or customers. Revenue is recognized at the point in which the performance obligation under the terms of a contract with the customer have been satisfied and control has transferred. Our performance obligation is typically defined as the accepted purchase order, the direct-to-consumer order, or the contract, with the customer which requires us to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. We generally do not offer warranties or a right to return on the products we sell except in the instance of a product recall or other limited circumstances.

Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling the performance obligation. Sales and other taxes we collect concurrent with the sale of products are excluded from revenue. Our normal payment terms vary by the type and location of our customers and the products offered. The time between invoicing and when payment is due is not significant. None of our customer contracts as of June 28, 2025 contains a significant financing component.

We routinely offer sales discounts and promotions through various programs to our customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. 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. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred.

We recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. The incremental cost to obtain contracts was not material.

Inventories and Cost of Goods Sold

Inventories are recorded at lower of cost or net realizable value. We account for inventory using the weighted average cost method. In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw materials, direct labor and overhead costs. Weighted average cost method is used to absorb raw materials, direct labor, and overhead into inventory. We review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on historical and forecasted demand, estimated shelf life of various raw materials and packaging, work in process and finished goods inventory, as well as the age of the inventory, among other factors.

Recently Adopted Accounting Pronouncements

Please refer to Note 2, Summary of Significant Accounting Policies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report for a discussion of recently adopted accounting pronouncements and new accounting pronouncements that may impact us.

We are exposed to certain market risks in the ordinary course of our business, including fluctuations in interest rates, raw material prices, foreign currency exchange fluctuations and inflation as follows:

Interest Rate Risk

Our cash consists of amounts held by third party financial institutions. Our investment policy has as its primary objective investment activities which preserve principal without significantly increasing risk.

In 2021, we issued a total of $1.15 billion aggregate principal amount of Notes. The proceeds from the issuance of the Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million. See Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. The Notes do not bear regular interest, and the principal amount of the Notes do not accrete. However, special interest and additional interest may accrue on the Notes at a rate per annum not exceeding 0.50% (subject to certain exceptions) upon the occurrence of certain events relating to the failure to file certain SEC reports or to remove certain restrictive legends from the Notes.

On May 7, 2025, we, as borrower, entered into the Loan and Security Agreement with the Lenders pursuant to which the Lenders agreed to provide for a senior secured Delayed Draw Term Loan Facility and Delayed Draw Term Loans in an aggregate principal amount of $100.0 million.

The Delayed Draw Term Loans are available to be drawn in one or more draws until February 7, 2026, subject to a minimum borrowing requirement of $3.0 million and satisfaction or waiver by the Lenders of the applicable conditions precedent set forth in the Loan and Security Agreement. Any Delayed Draw Term Loans borrowed under the Loan and Security Agreement will mature on the Initial Maturity Date, which date may be extended by us, with the relevant Lenders’ consent, to no later than May 7, 2035. Borrowings under the Loan and Security Agreement will accrue interest at a rate per annum of 12.0%; provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date, then such rate per annum will be 17.5% after the Initial Maturity Date.

Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services.

Accrued but unpaid interest on each Delayed Draw Term Loan will be compounded on a quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement.

Among other things, the Loan and Security Agreement includes covenants that (i) require the Company to maintain liquidity of at least $15.0 million, (ii) do not permit the Company’s cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year of the Company, in the aggregate, to exceed $20.0 million, and (iii) cap the amount of cash that can be used to repay the Notes at maturity at $60.0 million, subject to increase to the extent of any equity raises by the Company. 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 Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On June 26, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made a Delayed Draw Term Loan to us in the principal amount of $40.0 million. As of June 28, 2025, we had outstanding borrowings of $40.0 million and had $60.0 million available under the Delayed Draw Term Loan Facility.

Ingredient Risk

We are exposed to risk related to the price and availability of our ingredients because our profitability is dependent on, among other things, our ability to anticipate and react to raw material and food costs. Currently, the main ingredient in our products is pea protein, which is sourced from peas grown in Canada, France and the United States, with substantially all sourced from Canada. The prices of pea protein and other ingredients we use, such as avocado oil, are subject to many factors beyond our control, such as the number and size of farms that grow yellow peas, the vagaries of the farming businesses, including poor harvests due to adverse weather conditions, natural disasters and pestilence, and changes in national and world economic conditions. The markets for some of the ingredients we use, such as avocado oil, may be particularly volatile due to factors such as limited supply sources, crop yield, seasonal shifts, climate conditions, industry demand, including as a result of food safety concerns, product recalls and government regulations. For additional information, see Risks Related to Our Business—Because we rely on a limited number of third party suppliers, we may not be able to obtain raw materials on a timely basis or in sufficient quantities at competitive prices to produce our products or meet the demand for our products in Part I, Item 1A, Risk Factors, in our 2024 10-K.

In addition, we purchase some ingredients and other materials offshore, and the price and availability of such ingredients and materials may be affected by political events or other conditions in these countries or tariffs or trade wars. For example, the United States has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs. The imposition of new or increased tariffs could materially and adversely affect the accessibility or affordability of our ingredients and, in turn, our business, financial condition and results of operations. For additional information, see Part 1, Item 1A, Risk Factors—Risks Related to Our Business—Disruptions in the worldwide economy, including an economic recession, downturn, periods of rising or high inflation or economic uncertainty, have adversely affected and may continue to adversely affect our business, results of operations and financial condition.

In the three months ended June 28, 2025, a hypothetical 10% increase or 10% decrease in the weighted-average cost of pea protein, our primary ingredient, would have resulted in an increase of approximately $0.6 million, or a decrease of approximately $0.6 million, respectively, to cost of goods sold. In the six months ended June 28, 2025, a hypothetical 10% increase or 10% decrease in the weighted-average cost of pea protein, our primary ingredient, would have resulted in an increase of approximately $1.2 million, or a decrease of approximately $1.2 million, respectively, to cost of goods sold. We are working to diversify our sources of supply and intend to enter into long-term contracts to better ensure stability of prices of our raw materials. As of June 28, 2025, we had a multi-year sales agreement with Roquette which expires in December 2025. See Note 9, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location's functional currency. Our foreign entities use their local currency as the functional currency. For these entities, we translate net assets into U.S. dollars at period end exchange rates, while revenue and expense accounts are translated at average exchange rates prevailing during the periods being reported. Resulting foreign currency translation adjustments are included in Accumulated other comprehensive income and foreign currency transaction gains and losses are included in Other, net. Foreign currency transaction gains and losses on long-term intra-entity transactions are recorded as a component of Other comprehensive loss. Foreign currency transactions denominated in a currency other than the reporting entity’s functional currency may give rise to transaction gains and losses that impact our results of operations.

Our foreign currency exchange risk is primarily related to our intercompany balances denominated in various foreign currencies. We have exposure to the European Euro and the Chinese Yuan.

Foreign currency translation (losses) gains, net of tax, reported as cumulative translation adjustment through Other comprehensive (loss) income, net of tax were $(2.5) million and $0.2 million in the three months ended June 28, 2025 and June 29, 2024, respectively. Net realized and unrealized foreign currency transaction gains (losses) included in Other, net were $7.5 million and $(1.2) million in the three months ended June 28, 2025 and June 29, 2024, respectively.

Foreign currency translation (losses) gains, net of tax, reported as cumulative translation adjustment through Other comprehensive (loss) income were $(3.5) million and $0.9 million in the six months ended June 28, 2025 and June 29, 2024, respectively. Net realized and unrealized foreign currency transaction gains (losses) included in Other, net were $11.0 million and $(3.5) million in the six months ended June 28, 2025 and June 29, 2024, respectively.

Based on the intercompany balances as of June 28, 2025, an assumed 5% or 10% adverse change to foreign currency exchange rates would result in a loss of approximately $5.5 million or $10.9 million, respectively, recorded in Other, net in the three and six months ended June 28, 2025.

Inflation Risk

Although we have seen inflation in certain raw materials, and in the cost of logistics and labor, we do not believe that inflation has had a material effect on the costs of our inputs to date. Although difficult to quantify, we believe inflation is likely having an adverse effect on our end customers’ ability to purchase our products, resulting in decreased sales. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations and financial condition. For additional information, see Risk Factors—Risks Related to Our Business—Inflationary price pressures of raw materials, labor, transportation, fuel or other inputs used by us and our suppliers, including the effects of higher interest rates, has negatively impacted, and could continue to negatively impact our business and results of operations in Part I, Item 1A, Risk Factors, in our 2024 10-K.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.