BEYOND MEAT, INC.

Previous wording

Subsequent to the period ended June 28, 2025, on August 6, 2025, management of the Company approved a plan to reduce the Company’s current workforce in North America by approximately 44 employees, representing approximately 6% of the Company’s total global workforce. This decision was based on cost-reduction initiatives intended to reduce cost of goods sold and operating expenses. See Note 14.

Current wording

On August 6, 2025, management of the Company approved a plan to reduce the Company’s workforce in North America by approximately 40 employees, representing approxim ately 5% of the Company’s total global workforce. This decision was based on cost-reduction initiatives intended to reduce cost of goods sold and operating expenses. The Company incurred one-time cash charges of approximately $1.1 million in connection with the reduction-in-force, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees.

Previous wording

On May 7, 2025, the Company, as 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”), the other lenders party thereto from time to time (together with Unprocessed Foods, the “Lenders”), and certain of the Company’s subsidiaries party thereto from time to time, as guarantors (together with the Company, the “Loan Parties”), 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 the Company’s subsidiaries have guaranteed the Company’s obligations under the Loan and Security Agreement. The Delayed Draw Term Loans are secured by a first-priority lien and security interest in substantially all of the assets, subject to certain exceptions, of the Company and certain of its subsidiaries. On June 26, 2025, at the Company’s request, Unprocessed Foods, as the sole Lender at such time, made a Delayed Draw Term Loan to the Company in the principal amount of $40.0 million. The Company plans to use the proceeds of such Delayed Draw Term Loan for general corporate purposes of the Company and the guarantors. See Note 6.

Current wording

On May 7, 2025, the Company, as 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”), the other lenders party thereto from time to time (together with Unprocessed Foods, the “Lenders”), and certain of the Company’s subsidiaries party thereto from time to time, as guarantors (together with the Company, the “Loan Parties”), 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. Beyond Meat EU B.V., a subsidiary of the Company (“Beyond Meat BV”), has guaranteed the Company’s obligations under the Loan and Security Agreement. The Delayed Draw Term Loans are secured by a first-priority lien and security interest in substantially all of the assets, subject to certain exceptions, of the Company and Beyond Meat BV. On June 26, 2025 and September 18, 2025, at the Company’s request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to the Company in the principal amounts of $40.0 million (the “Initial Draw”) and $60.0 million (the “Second Draw”), respectively. The Company plans to continue to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. See Note 7.

Previous wording

On May 7, 2025, in connection with the entry into the Loan and Security Agreement, the Company and the Lenders entered into a warrant agreement (the “Warrant Agreement”) setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the “Holders”) in connection with warrants (the “Warrants”) representing such Holders’ right to purchase up to, in the aggregate,9,558,635 shares of the Company’s common stock, which represented 12.5% of the Company’s issued and outstanding shares of common stock as of May 5, 2025) (the “Maximum Warrant Share Amount”) at an exercise price 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, the Company 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. See Note 6.

Current wording

On May 7, 2025, in connection with the entry into the Loan and Security Agreement, the Company and the Lenders entered into a warrant agreement (the “Warrant Agreement”) setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the “Holders”) in connection with warrants (the “Warrants”) representing such Holders’ right to purchase up to, in the aggregate,9,558,635 shares of the Company’s common stock (the “Maximum Warrant Share Amount”) at an initial exercise price of $3.26 per share calculated based on the terms of the Warrant Agreement. The Loan and Security Agreement provides that at each funding date of any Delayed Draw Term Loan, the Company 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 Loan provided by such Lender on the date thereof. See Note 7.

Previous wording

On June 26, 2025, in connection with the Delayed Draw Term Loan made on the same date, the Company issued to Unprocessed Foods, Warrants to purchase 3,823,454 shares of common stock with an exercise price of $3.26 per share, fair value per share of $2.088 and an aggregate fair value of approximately $8.0 million. See Note 2 and Note 6.

Current wording

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 exercise price of $3.26 per share, a fair value per share of $2.09 and an aggregate fair value of $8.0 million. See Note 2 and Note 7.

Previous wording

The Company concluded it was reasonably certain to draw the remaining $60.0 million available under the Delayed Draw Term Loan before December 31, 2025, and expects 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. The Company has 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 its condensed consolidated balance sheet at June 28, 2025. See Note 6.

Current wording

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 5,735,181 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 simulation was $12.1 million. The Company 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 its unaudited condensed consolidated balance sheet at June 28, 2025. See Note 2 and Note 7.

Previous wording

On May 9, 2025, the Company entered into the Second Amendment to Lease (the “Second Amendment”) with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), amending that certain Lease dated January 14, 2021 (the “Original Lease”), as amended by that certain First Amendment to Lease dated September 17, 2024 (the “First Amendment” and, together with the Original Lease, and as further amended by that certain Third Amendment to Lease dated as of July 16, 2025 (the “Third Amendment”), the “Campus Lease”), pursuant to which the Company leased approximately 282,000 rentable square feet in a portion of a building at 888 Douglas Street, El Segundo, California. The Second Amendment provided for, among other things, the surrender by the Company to the Landlord of approximately 61,556 rentable square feet of the existing premises (the “Surrendered Premises”), a release of all claims arising out of, or based upon, any act, matter, or thing regarding the Surrendered Premises, and the continued leasing of approximately 220,519 rentable square feet of the existing premises. See Note 3. Subsequent to the period ended June 28, 2025, effective as of July 22, 2025, the Company entered into a Sublease Agreement (the “Varda Sublease”) with Varda Space Industries, Inc., a Delaware corporation (the “Subtenant”), pursuant to which the Company will sublease to the Subtenant approximately 54,749 rentable square feet of the existing premises at the Campus Headquarters. See Note 14.

Current wording

On May 9, 2025, the Company entered into the Second Amendment to Lease (the “Second Amendment”) with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), amending that certain Lease dated January 14, 2021 (the “Original Lease” and as amended from time to time, the “Campus Lease”). The

Previous wording

A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025

Current wording

A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025 (the “2024 10-K”). There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 10-K, except as noted below.

Previous wording

The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the 2024 10-K. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date.

Current wording

The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025 or for any other interim period or for any other future fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the 2024 10-K. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date.

Previous wording

The Company hasone operating segment andone reportable segment, in the plant-based meat industry, offering a portfolio of revolutionary plant-based meat. The Company’s chief operating decision maker (“CODM”), who is its Chief Executive Officer and President, reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company derives revenue primarily in North America and Europe and manages the business activities on a consolidated basis. The Company’s CODM allocates resources and assesses performance at the consolidated level. See Note 13.

Current wording

The Company hasone operating segment andone reportable segment, in the plant-based meat industry, offering a portfolio of revolutionary plant-based meat. The Company’s chief operating decision maker (“CODM”), who is its Chief Executive Officer and President, reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company derives revenue primarily in North

Previous wording

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of fixed assets; valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine lease right-of-use assets and lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options and performance stock units (“PSUs”) used to determine share-based compensation expense; the valuation of the fair value of common stock used in the remeasurement of warrant liability; and liabilities and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the financial statements.

Current wording

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of long-lived assets; valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine lease right-of-use assets and lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options and performance stock units (“PSUs”) used to determine share-based compensation expense; the valuation of the fair value of common stock used in the remeasurement of warrant liability; and liabilities and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the financial statements.

Previous wording

Issuance costs related to the offering of the Company’s Notes (as defined in Note 6) were capitalized and offset against proceeds from the Notes. Issuance costs consist of legal and other costs related to the issuance of the Notes and are amortized to interest expense over the term of the Notes. See Note 6.

Current wording

Issuance costs related to the 2027 Notes were capitalized and offset against proceeds from the 2027 Notes. Issuance costs consist of financial advisor fees, legal expenses and other costs related to the issuance of the 2027 Notes and are amortized to interest expense over the term of the 2027 Notes. See Note 7.

Previous wording

Issuance costs related to the ATM Program (as defined below) were capitalized to reflect the costs associated with the issuance of new shares of common stock and offset against proceeds from the ATM Program. See Note 7.

Current wording

Issuance costs related to the ATM Program are capitalized to reflect the costs associated with the issuance of new shares of common stock and offset against proceeds from the ATM Program. See Note 8.

Previous wording

Issuance costs related to the Delayed Draw Term Loan Facility were apportioned to the $40.0 million Delayed Draw Term Loan drawn in the quarter ended June 28, 2025 (the “Initial Draw”) and recorded as a reduction to Delayed draw term loan facility, net in the Company’s condensed consolidated balance sheet and are being amortized as interest expense over the term of the Initial Draw. The remaining debt issuance costs relating to the Delayed Draw Term Loan Facility were apportioned to the $60.0 million undrawn Delayed Draw Term Loan Facility and have been recorded in Prepaid expenses and other current assets in the Company’s condensed consolidated balance sheet. See Note 6.

Current wording

As of June 28, 2025, issuance costs related to the Delayed Draw Term Loan Facility were apportioned to the $40.0 million Initial Draw and the remaining $60.0 million undrawn Delayed Draw Term Loan Facility as of such date. Issuance costs apportioned to the Initial Draw were recorded as debt discount and are being amortized to interest expense over the term of the Initial Draw using the effective interest rate method. Issuance costs apportioned to the remaining $60.0 million Delayed Draw Term Loan that was undrawn as of June 28, 2025 were recorded in Prepaid expenses and other current assets in the Company’s unaudited condensed consolidated balance sheet as of June 28, 2025. On September 18, 2025, upon the$60.0 million Second Draw, the issuance costs in Prepaid expenses and other current assets were reclassified to debt discount and are being amortized to interest expense over the term of the Second Draw using the effective interest rate method. Pursuant to the Loan and Security Agreement accrued and unpaid interest expense from the Delayed Draw Term Loans compounded quarterly is paid-in-kind (“PIK”) interest which is added to the principal amount of Delayed draw term loans, net in the Company’s unaudited condensed consolidated balance sheet. See Note 7.

Previous wording

The Company accounts for freestanding warrants to purchase shares of its common stock as a liability, as the underlying shares of common stock are redeemable any time after issuance of the warrants and, therefore, may obligate the Company to transfer assets at some point in the future. The warrants to purchase shares of common stock are recorded at fair value upon issuance and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized in the Company’s condensed consolidated statements of operations in Other income (expense), net. Contingently issuable warrants were valued using a Monte Carlo simulation and the Company recognizes a liability for the fair value of the contingently issuable warrants in its financial statements. See Note 6.

Current wording

The Company accounts for freestanding warrants to purchase shares of its common stock as a liability, as the underlying shares of common stock are redeemable any time after issuance of the warrants and, therefore, may obligate the Company to transfer assets at some point in the future. The warrants to purchase shares of common stock are recorded at fair value upon issuance and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net. Contingently issuable warrants are valued using a Monte Carlo simulation and the value is initially recorded as a warrant liability. See Note 7.

Previous wording

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.

Current wording

Foreign currency translation losses, net of tax, reported as cumulative translation adjustment through Other comprehensive loss, net of tax were $48,000 and $1.2 million in the three months ended September 27, 2025 and September 28, 2024, respectively. Net realized and unrealized foreign currency transaction gains included in Other, net were $0.1 million and $4.1 million in the three months ended September 27, 2025 and September 28, 2024, respectively.

Previous wording

Foreign currency translation (losses) gains, net of tax, reported as cumulative translation adjustment through Other comprehensive (loss) income, net of tax 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.

Current wording

Foreign currency translation losses, net of tax, reported as cumulative translation adjustment through Other comprehensive loss, net of tax were $3.6 million and $0.3 million in the nine months ended September 27, 2025 and September 28, 2024, respectively. Net realized and unrealized foreign currency transaction gains included in Other, net were $11.1 million and $0.6 million, in the nine months ended September 27, 2025 and September 28, 2024, respectively.

Previous wording

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three and six months ended June 28, 2025 and June 29, 2024.

Current wording

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three and nine months ended September 27, 2025 and September 28, 2024.

Previous wording

On June 26, 2025, in connection with the Delayed Draw Term Loan made on the same date, the Company issued to Unprocessed Foods, Warrants to purchase 3,823,454 shares of common stock with an exercise price of $3.26 per share, fair value per share of $2.088 and an aggregate fair value of approximately $8.0 million. The change in fair value per share as of June 28, 2025 was not material. The aggregate fair value of the issued Warrants recorded in Delayed draw term loan warrants as of June 28, 2025 was $8.0 million, which was recorded as a reduction of the$40.0 million in debt balance and will be amortized to interest expense using the effective interest rate method.

Current wording

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 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 Warrantswas recorded as a discount to the$40.0 million in term loan balance included in Delayed draw term loans, net in the Company’s unaudited condensed consolidated balance sheet and is being amortized to interest expense using the effective interest rate method.

Previous wording

The following are the assumptions used in the Monte-Carlo simulation to determine the fair value of the contingently issuable Warrants as of June 28, 2025, assuming an aggregate draw amount of $60.0 million by December 31, 2025:

Current wording

The following were the assumptions used in the Monte Carlo simulation to determine the fair value of the contingently issuable Warrants as of June 28, 2025, assuming the draw of the remaining $60.0 million available under the Delayed Draw Term Loan Facility before December 31, 2025:

Previous wording

The following table sets forth a summary of the changes in the fair value of the Warrant liability:

Current wording

The following table sets forth a summary of the changes in the fair value of the warrant liability for the periods indicated:

Previous wording

The Company leases certain equipment used for research and development and operations under both finance and operating lease agreements. An asset and a corresponding liability for the finance lease obligations are established for the cost of a finance lease. Finance lease assets are included in Property, plant and equipment, net in the Company’s consolidated balance sheets.

Current wording

The Company has finance leases for its Campus Headquarters and for certain equipment used for research and development and operations. An asset and a corresponding liability for finance lease obligations are established for the cost of a finance lease. Finance lease assets are included in Property, plant and equipment, net in the Company’s consolidated balance sheets.

Previous wording

Operating leases include lease arrangements for the Company’s corporate offices, the Campus Lease, manufacturing facilities, warehouses, vehicles and, to a lesser extent, equipment. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities at the commencement date. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease.

Current wording

Operating leases include lease arrangements for the Company’s corporate offices, other than the Campus Headquarters, manufacturing facilities, warehouses, vehicles and, to a lesser extent, certain equipment. Operating leases with a term greater than one year are recorded in the Company’s unaudited condensed consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities at the commencement date. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease.

Previous wording

The Company records these balances initially at the present value of future minimum lease payments calculated using the Company’s incremental borrowing rate and expected lease term. The Company estimates the incremental borrowing rate for each lease based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease. Certain adjustments to the lease right-of-use assets may be required for items such as initial direct costs paid or incentives received. Certain leases contain variable payments, which are expensed as incurred and not included in the Company’s lease right-of-use assets and lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes and insurance on the Company’s corporate, research and development, and manufacturing facilities and warehouse leases and are excluded from the present value of the Company’s lease obligations. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases. lass of assets, which the Company recognizes over the expected term on a straight-line expense basis. The Company elected to separate the lease and non-lease components on all new or modified operating leases for the co-manufacturing class of assets for the purpose of recording operating lease right-of-use assets and operating lease liabilities. See Note 3.

Current wording

The Company records these balances initially at the present value of future minimum lease payments calculated using the Company’s incremental borrowing rate and expected lease term. The Company estimates the incremental borrowing rate for each lease based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease. Certain adjustments to the lease right-of-use assets may be required for items such as initial direct costs paid or incentives received. Certain leases contain variable payments, which are expensed as incurred and not included in the Company’s lease right-of-use assets and lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes and insurance on the Company’s corporate, research and development, and manufacturing facilities and warehouse leases and are excluded from the present value of the Company’s lease obligations. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases. Upon adoption of Accounting Standards Update (“ASU”) 2016-02, the Company elected to combine lease and non-lease components on all new or modified leases into a single lease component, for all classes of assets, which the Company recognizes over the expected term on a straight-line expense basis. The Company elected to separate the lease and non-lease components on all new or modified operating leases for the co-manufacturing class of assets for the purpose of recording operating lease right-of-use assets and operating lease liabilities. See Note 3.

Previous wording

When the Company enters into a lease termination, the termination penalty and the revised lease consideration from the amended lease payment schedule are allocated to the remaining lease components on the effective date of the termination.

Current wording

Under ASC 842, a partial lease termination is accounted for as a lease modification that requires a reassessment of the lease classification for the remaining lease components based on the facts and circumstances at the effective date of the modification. When the Company enters into a lease termination, the termination penalty and the revised lease consideration from the amended lease payment schedule are allocated to the remaining lease components on the effective date of the termination. If the modification causes the remaining lease to meet any of the finance lease criteria, it would be reclassified from an operating lease to a finance lease for the remaining term. If the reassessment results in a change from an operating lease to a finance lease, the subsequent accounting for the remaining lease components will follow the finance lease model. This would involve separating the lease expense into interest expense and amortization expense in the Company’s unaudited condensed consolidated statement of operations and reflecting principal payments as financing activities in the Company’s unaudited condensed consolidated statement cash flows. In connection with the partial lease termination of the Campus Headquarters, the Company concluded that the classification of the remaining portion of the Campus Lease had changed from an operating lease to a finance lease. See Note 3.

Previous wording

At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $5.0 million and $6.8 million as of June 28, 2025 and December 31, 2024, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred.

Current wording

At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $4.8 million and $6.8 million as of

Previous wording

Two distributors accounted for approximately 14% and 10% of the Company’s gross revenues, respectively, in the three months ended June 28, 2025 and two distributors each accounted for approximately 11% of the Company’s gross revenues in the three months ended June 29, 2024. One distributor accounted for approximately 14% of the Company’s gross revenues in the six months ended June 28, 2025 and two distributors accounted for approximately 12% and 10%, respectively, of the Company’s gross revenues in the six months ended June 29, 2024. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three and six months ended June 28, 2025 and June 29, 2024.

Current wording

Two distributors accounted for approximately 13% and 11% of the Company’s gross revenues, respectively, in the three months ended September 27, 2025 and two distributors accounted for approximately 15% and 11% of the Company’s gross revenues, respectively, in the three months ended September 28, 2024. One distributor accounted for approximately 14% of the Company’s gross revenues in the nine months ended September 27, 2025 and one distributor accounted for approximately 13% of the Company’s gross revenues in the nine months ended September 28, 2024. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three and nine months ended September 27, 2025 and September 28, 2024.

Previous wording

Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, Warrants to issue common stock, restricted stock units (“RSUs”) and PSUs. In periods when the Company records net loss, all potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive. See Note 11.

Current wording

Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, warrants, restricted stock units (“RSUs”), PSUs and convertible notes. In periods when the Company records net loss, all potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive. See Note 12.

Previous wording

Prepaid expenses include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate. Prepaid expenses are included in Prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets and were $5.4 million and $7.8 million as of June 28, 2025 and December 31, 2024, respectively. Prepaid expenses as of June 28, 2025 included $9.9 million in prepaid issuance costs, $3.9 million in prepaid employee compensation costs and $12.1 million in fair value for the contingently issuable warrants.

Current wording

Prepaid expenses include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate. Prepaid expenses are included in Prepaid expenses and other current assets in the Company’s unaudited condensed consolidated balance sheets and were $25.3 million and $7.8 million as of September 27, 2025 and December 31, 2024, respectively. Prepaid expenses as of September 27, 2025 included issuance costs of $18.1 million related to the Exchange Offer, issuance costs of $1.8 million related to the ATM Program and $2.4 million in prepaid employee compensation costs.

Previous wording

Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended June 28, 2025 and June 29, 2024 were $1.5 million and $1.9 million, respectively. Outbound shipping and handling costs included in SG&A expenses in the six months ended June 28, 2025 and June 29, 2024 were $2.9 million and $4.0 million, respectively.

Current wording

Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended September 27, 2025 and September 28, 2024 were $1.2 million and $1.7 million, respectively. Outbound shipping and handling costs included in SG&A expenses in the nine months ended September 27, 2025 and September 28, 2024 were $4.1 million and $5.6 million, respectively.

Previous wording

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s 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 SEC’s 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 Company’s financial position, results of operations or cash flows.

Current wording

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s 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 SEC’s 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 Company’s financial position, results of operations or cash flows.

Previous wording

prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. Adoption of ASU 2024-03 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Current wording

Pursuant to ASU 2025-01, the amendments in ASU 2024-03 apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. Adoption of ASU 2024-03 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.