BEYOND MEAT, INC.

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

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

Three and Nine Months Ended September 27, 2025 Compared to Three and Nine Months Ended September 28, 2024 (unaudited)

Net Revenues

The following table presents our net revenues by channel in the three months ended September 27, 2025 compared to the prior-year period:

Net revenues in the three months ended September 27, 2025 decreased $10.8 million, or 13.3%, compared to the prior-year period, primarily driven by a 10.3% decrease in volume of products sold and a 3.5% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution 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, changes in product sales mix, and to a lesser extent, price decreases of certain of our products, partially offset by favorable changes in foreign currency exchange rates.

Net revenues from U.S. retail channel sales in the three months ended September 27, 2025 decreased $6.4 million, or 18.4%, compared to the prior-year period, primarily driven by a 12.6% decrease in volume of products sold and a 6.6% 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 and price decreases of certain of our products, partially offset by changes in product sales mix. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Beef and Beyond Breakfast Sausage, partially offset by increased sales of Beyond Steak.

Net revenues from U.S. foodservice channel sales in the three months ended September 27, 2025 decreased $4.0 million, or 27.3%, compared to the prior-year period, primarily driven by a 27.1% decrease in volume of products sold and a 0.3% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and the lapping of sales of chicken products to a U.S. QSR customer in the year-ago period. The decrease in net revenue per pound was primarily driven by higher trade discounts and, to a lesser extent, price decreases of certain of our products, partially offset by changes in product sales mix. By product, the decrease in U.S. foodservice channel net revenues was primarily due to decreased sales of Beyond Burger and chicken products, including sales of Beyond Chicken Tenders and Beyond Chicken Nuggets.

Net revenues from international retail channel sales in the three months ended September 27, 2025 decreased $0.8 million, or 4.6%, compared to the prior-year period, primarily driven by a 12.5% decrease in volume of products sold, partially offset by a 9.1% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by reduced sales of Beyond Burger, Beyond Sausage and chicken products. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange rates, price increases of certain of our products and changes in product sales mix, partially offset by higher trade discounts.

Net revenues from international foodservice channel sales in the three months ended September 27, 2025 increased $0.3 million, or 2.3%, compared to the prior-year period, primarily due to a 4.4% increase in volume of products sold, partially offset by a 2.0% decrease in net revenue per pound. The increase in volume of products sold was primarily driven by higher sales of chicken products to a QSR customer, partially offset by reduced sales of burger products to certain QSR customers. The decrease in net revenue per pound was primarily driven by changes in product sales mix, partially offset by favorable changes in foreign currency exchange rates, lower trade discounts and, to a lesser extent, price increases of certain of our products. By product, the increase in international foodservice channel net revenues was primarily due to increased sales of chicken products, partially offset by decreased sales of Beyond Burger.

The following table presents our net revenues by channel in the nine months ended September 27, 2025 compared to the prior-year period:

Net revenues in the nine months ended September 27, 2025 decreased $35.9 million, or 14.4%, compared to the prior-year period, primarily driven by a 13.8% decrease in volume of products sold, and a 0.6% decrease 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, 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 decrease in net revenue per pound was primarily driven by changes in product sales mix, partially offset by favorable foreign currency exchange rates and price increases of certain of our products.

Net revenues from U.S. retail channel sales in the nine months ended September 27, 2025 decreased $24.1 million, or 20.6%, compared to the prior-year period, primarily driven by a 20.4% decrease in volume of products sold and a 0.2% decrease in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand and reduced points of distribution. The decrease in net revenue per pound was primarily driven by 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 nine months ended September 27, 2025 included $0.1 million in ingredient sales, compared to $2.4 million in the nine months ended September 28, 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, Beyond Breakfast Sausage and Beyond Meatballs, partially offset by increased sales of Beyond Steak and our value added meal line of products.

Net revenues from U.S. foodservice channel sales in the nine months ended September 27, 2025 decreased $6.1 million, or 16.5%, compared to the prior-year period, primarily driven by a 16.8% decrease in volume of products sold, primarily reflecting weak category demand and lower burger and chicken sales to certain QSR customers, partially offset by a 0.3% 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 and chicken products.

Net revenues from international retail channel sales in the nine months ended September 27, 2025 decreased $2.4 million, or 5.1%, compared to the prior-year period, primarily driven by an 11.7% decrease in volume of products sold, partially offset by a 7.3% increase in net revenue per pound. The decrease in volume of products sold was primarily due to lower sales of our ground beef, burger and dinner sausage products. The increase in net revenue per pound was primarily driven by favorable foreign currency exchange rates, changes in product sales mix and lower trade discounts. By product, the decrease in international retail channel net revenues was primarily due to decreased sales of ground beef, burger and dinner sausage products in the EU, partially offset by increased sales of Beyond Steak.

Net revenues from international foodservice channel sales in the nine months ended September 27, 2025 decreased $3.3 million, or 6.6%, compared to the prior-year period, primarily due to a 3.7% decrease in volume of products sold, primarily due to lower burger sales to certain QSR customers, and a 3.2% decrease in net revenue per pound. The decrease in net revenue per pound was primarily driven by changes in product sales mix and price decreases of certain of our products, partially offset by lower trade discounts and favorable foreign currency exchange rates. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of Beyond Burger, partially offset by increased sales of Beyond Beef Crumble.

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 $3.7 million, or 5.6%, to $63.0 million in the three months ended September 27, 2025 compared to the prior-year period, primarily reflecting decreased volume of products sold. Cost of goods sold in the three months ended September 27, 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 materials costs and higher inventory provision, partially offset by lower manufacturing expenses, including depreciation, and lower logistics expenses. As a percentage of net revenues, cost of goods sold increased to 89.7% of net revenues in the three months ended September 27, 2025, from 82.3% of net revenues in the prior-year period.

Cost of goods sold decreased $19.0 million, or 8.7%, to $199.2 million in the nine months ended September 27, 2025, compared to the prior-year period, primarily reflecting decreased volume of products sold. Cost of goods sold in the nine months ended September 27, 2025 included $4.3 million in non-cash charges arising from specific strategic decisions to increase inventory provision for certain inventory items, and $4.3 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 costs, partially offset by reduced manufacturing costs, including depreciation and lower logistics costs. As a percentage of net revenues, cost of goods sold increased to 93.1% of net revenues in the nine months ended September 27, 2025 from 87.3% of net revenues in the prior-year period.

Gross Profit and Gross Margin

Gross profit in the three months ended September 27, 2025 was $7.2 million, compared to gross profit of $14.3 million in the prior-year period, a decrease of $7.1 million, or 49.5%. Gross margin in the three months ended September 27, 2025 was 10.3%, compared to gross margin of 17.7% in the prior-year period. Gross profit and gross margin in the three months ended September 27, 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 September 27, 2025 were negatively impacted by a (3.5)% decrease in net revenue per pound and 5.3% increase in cost of goods sold per pound.

Gross profit in the nine months ended September 27, 2025 was $14.8 million compared to gross profit of $31.7 million in the prior-year period, a decrease of $16.9 million, or 53.4%. Gross margin in the nine months ended September 27, 2025 was 6.9%, compared to gross margin of 12.7% in the prior-year period. Gross profit and gross margin in the nine months ended September 27, 2025 included $4.3 million in non-cash charges arising from specific strategic decisions to increase inventory provision for certain inventory items, and $4.3 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 nine months ended September 27, 2025 were negatively impacted by a 5.8% increase in cost of goods sold per pound and a (0.6)% decrease 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 September 27, 2025 decreased $1.2 million, or 19.8%, compared to the prior-year period. Research and development expenses decreased to 7.0% of net revenues in the three months ended September 27, 2025 from 7.6% of net revenues in the prior-year period. The decrease in research and development expenses was primarily due to lower headcount, lower lease costs, and lower trial production and scale-up expenses.

Research and development expenses decreased $3.3 million, or 15.3%, in the nine months ended September 27, 2025, compared to the prior-year period. Research and development expenses decreased to 8.5% of net revenues in the nine months ended September 27, 2025 from 8.6% 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 September 27, 2025 decreased $1.9 million, or 4.7%, to $37.2 million, or 53.0% of net revenues in the three months ended September 27, 2025, from $39.1 million or 48.2% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to $2.0 million in lower share-based compensation expense, $1.9 million in lower product donation costs, $0.5 million in lower outbound freight, $0.5 million in lower legal expenses, $0.4 million in lower commissions expense and $0.4 million in lower advertising costs, partially offset by $1.9 million in higher general insurance expense, $1.8 million in higher consulting expenses and $0.4 million in higher salary and related expenses. SG&A expenses in the three months ended September 27, 2025 were further negatively impacted by $0.7 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer and $0.6 million in costs related to the partial lease termination of a portion of our Campus Headquarters.

SG&A expenses in the nine months ended September 27, 2025 decreased $5.9 million, or 4.6%, to $122.6 million or 57.3% of net revenues in the nine months ended September 27, 2025, from $128.5 million or 51.5% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to $3.3 million in lower share-based compensation expense, $1.9 million in lower co-manufacturing-related expenses, $1.7 million in lower legal fees, $1.5 million in lower outbound freight expenses, $1.2 million in lower marketing expenses and $1.1 million in lower commissions expense, partially offset by $2.6 million in higher product donations, $2.5 million in higher consulting expenses and $2.4 million in higher salaries and related expenses including $2.7 million in severance costs related to the February 2025 RIF, China RIF and August 2025 RIF. SG&A expenses in the nine months ended September 27, 2025 were negatively impacted by $7.8 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer, $1.4 million in certain non-routine SG&A expenses, $1.1 million in costs related to the partial lease termination of a portion of our Campus Headquarters and $0.4 million in asset write-offs related to the suspension and substantial cessation of our operational activities in China, as discussed above.

Loss from Impairment of Long-Lived Assets

In the three months ended September 27, 2025, the Company determined that triggering events had occurred that could indicate that the carrying amount of our long-lived assets may not be fully recoverable. As a result, we performed a quantitative assessment in accordance with ASC 360, and concluded that an impairment of our long-lived assets existed as of September 27, 2025. Loss from impairment of long-lived assets in the three and nine months ended September 27, 2025 was $77.4 million. There was no such impairment loss in the nine months ended September 28, 2024. See Note 2, Summary of Significant Accounting Policiesand Note 6, Impairment of Long-Lived Assets, to the Notes to Unaudited Condensed Consolidated Financial Statements elsewhere in this report.

Loss from Operations

Loss from operations in the three months ended September 27, 2025 was $112.3 million, compared to $30.9 million in the prior-year period. The increase in loss from operations was driven by loss from impairment of long-lived assets and lower gross profit, partially offset by reduced SG&A expenses and lower research and development expenses.

Loss from operations in the nine months ended September 27, 2025 was $203.4 million, compared to $118.3 million in the prior-year period. The increase in loss from operations was driven by the loss from impairment of long-lived assets and lower gross profit, partially offset by reduced SG&A expenses and lower research and development expenses. Loss from operations in the nine months ended September 28, 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 September 27, 2025 of $1.7 million consisted primarily of $5.3 million in benefit from the remeasurement of warrant liability, $0.1 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 $0.6 million in interest income, partially offset by $(4.4) million in interest expense including $(1.7) million in interest expense related to leases, $(1.5) million in PIK interest expense related to the Delayed Draw Term Loans (as defined below), $(1.0) million in interest expense from the amortization of debt issuance costs related to the 2027 Notes (as defined below), $(0.2) million in interest expense related to the amortization of the debt discount resulting from the Warrants and $(36,000) in amortization of issuance costs related to the Delayed Draw Term Loans. Total other income (expense), net, in the three months ended September 28, 2024 of $4.4 million consisted primarily of $4.1 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and the Chinese Yuan and $1.4 million in interest income, partially offset by $(1.0) million in interest expense from the amortization of debt issuance costs related to the Notes.

In the three and nine months ended September 27, 2025, the Company recorded accrued unpaid interest of $1.5 million in PIK interest expense related to the Delayed Draw Term Loans, $0.2 million in interest expense related to the amortization of the debt discount resulting from the Warrants and $36,000 in amortization of debt issuance costs related to the Delayed Draw Term Loans. Total unamortized debt issuance costs related to the Delayed Draw Term Loans were $3.8 million as of September 27, 2025. No such costs existed as of December 31, 2024.

Total other income (expense), net, in the nine months ended September 27, 2025 of $10.7 million consisted primarily of $11.1 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, $5.3 million in benefit from the remeasurement of warrant liability and $2.0 million in interest income, partially offset by $(7.4) million in interest expense including $(3.0) million in interest expense related to amortization of debt issuance costs related to the 2027 Notes, $(2.8) million in interest expense related to the leases, $(1.5) million in PIK interest expense related to the Delayed Draw Term Loans, $(0.2) million in interest expense related to the amortization of the debt discounts resulting from the Warrants and $(36,000) in amortization of issuance costs related to the Delayed Draw Term Loans. Total other income, net, in the nine months ended September 28, 2024 of $2.9 million consisted primarily of $5.1 million in interest income, $0.6 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and the Chinese Yuan 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”), partially offset by $(3.0) million in interest expense from the amortization of debt issuance costs related to the 2027 Notes.

We expect interest expense to increase from the current levels in 2026 in connection with the 2030 Notes and Delayed Draw Term Loans. See Note 15, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Net Loss

Net loss in the three months ended September 27, 2025 was $110.7 million, compared to $26.6 million in the prior-year period. Net loss per share available to common stockholders in the three months ended September 27, 2025 was $(1.44), compared to $(0.41) in the prior year. The increase in net loss was primarily driven by the increase in loss from operations, including loss from impairment of long-lived assets, and the decrease in Total other income (expense), net.

Net loss in the nine months ended September 27, 2025 was $192.8 million, compared to $115.4 million in the prior-year period. Net loss per share available to common stockholders in the nine months ended September 27, 2025 was $(2.52), compared to $(1.78) in the prior-year period. The increase in net loss was primarily driven by the increase in loss from operations, including loss from impairment of long-lived assets, partially offset by higher other income including higher net realized and unrealized foreign currency transaction gains. Net loss in the nine months ended September 28, 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, costs related to a partial lease termination of a portion of the Campus Headquarters, non-cash loss from impairment of long-lived assets, accrued litigation settlement costs, remeasurement of warrant liability 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 non-cash charges related to the suspension and substantial cessation of our operational activities in China;

•Adjusted EBITDA does not reflect certain cash costs related to a partial lease termination of a portion of the Campus Headquarters, which reduces cash available to us;

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

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

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

•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

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 September 27, 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 nine months ended September 27, 2025. Total issuance costs related to the ATM Program as of September 27, 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 September 27, 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 $1.8 million and $1.7 million as of September 27, 2025 and December 31, 2024, respectively. As of September 27, 2025 and December 31, 2024, approximately $201.7 million in capacity remained available under the 2024 Shelf Registration Statement.

Subsequent to the quarter ended September 27, 2025, we sold 58,888,790 shares of common stock under the ATM Program for an aggregate offering price of $151.7 million. Sales agent commission costs related to these sales under the ATM Program were $3.0 million, resulting in aggregate net proceeds of approximately $148.7 million. As of October 27, 2025, we had approximately $2,000 in capacity remaining for further sale of shares of common stock under the ATM program and approximately $50.0 million in total capacity remaining available under the 2024 Shelf Registration Statement. See Note 15, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

2027 Notes and Exchange Offer

In 2021, we issued a total of $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “2027 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). For a discussion about the Notes, see Note 7, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Subsequent to the quarter ended September 27, 2025, we commenced an exchange offer (the “Exchange Offer”) to exchange any and all of the 2027 Notes for a pro rata portion of (i) up to $202.5 million in aggregate principal amount of 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (the “2030 Notes”) and (ii) up to 326,190,370 shares of our common stock (the “New Shares”).

On October 15, 2025 (the “Early Settlement Date”), we completed the early settlement of the exchange of the 2027 Notes that were validly tendered on or before the early tender deadline of 5:00 p.m., New York City time, on October 10, 2025 (the “Early Tender Date”) in the Exchange Offer (collectively, the “Early Tendered Notes”). The Early Tendered Notes represented 96.92% of the aggregate principal amount of the previously outstanding 2027 Notes. Following the cancellation of the Early Tendered Notes, $35,397,000 in aggregate principal amount of the 2027 Notes remained outstanding. Pursuant to the early settlement of the Exchange Offer, $1,114,603,000 in aggregate principal amount of the 2027 Notes were validly tendered, accepted for exchange by us and subsequently cancelled. On the Early Settlement Date, we issued (i) $208,717,000 in aggregate principal amount of 2030 Notes (inclusive of $12.5 million in aggregate principal amount of 2030 Notes as payment to certain holders of 2027 Notes that had entered into a transaction support agreement with us relating to the Exchange Offer (the “SteerCo Premium”)) and (ii) 316,150,176 New Shares, in exchange for the Early Tendered Notes.

On October 30, 2025 (the “Final Settlement Date”), we completed the final settlement of the exchange of the 2027 Notes that were validly tendered in the Exchange Offer and not validly withdrawn following the Early Tender Date. Pursuant to the final settlement, an additional $5,938,000 in aggregate principal amount of the 2027 Notes were validly tendered, accepted for exchange by us and subsequently cancelled (collectively, the “Additional Tendered Notes”). In connection with the final settlement of the Exchange Offer, on the Final Settlement Date, we issued (i) $1,004,000 in aggregate principal amount of 2030 Notes and (ii) 1,684,270 New Shares, in exchange for the Additional Tendered Notes.

Following the Final Settlement Date, a total of (i) $209,721,000 in aggregate principal amount of 2030 Notes (inclusive of $12.5 million in aggregate principal amount of 2030 Notes as payment of the SteerCo Premium) and (ii) 317,834,446 New Shares have been issued by the Company in connection with the Exchange Offer. The Additional Tendered Notes and the Early Tendered Notes together represent 97.44% of the aggregate outstanding principal amount of 2027 Notes. Following the Final Settlement Date, $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding. See Note 15, Subsequent Events, 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”), the other lenders party thereto (together with Unprocessed Foods, the “Lenders”) and certain of our subsidiaries, as guarantors, pursuant to which the Lenders agreed to provide for 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., one of our subsidiaries (“Beyond Meat BV”)has 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 Beyond Meat BV, subject to certain exceptions. 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 were 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. The Delayed Draw Term Loans borrowed under the Loan and Security Agreement mature on February 7, 2030 (the “Initial Maturity Date”), which we may extend with the relevant Lenders’ consent to no later than May 7, 2035. Borrowings under the Loan and Security Agreement accrue interest at a rate of 12.0% per annum, provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date, then such rate per annum will be 17.5% after the Initial Maturity Date. Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services. Accrued but unpaid interest on each Delayed Draw Term Loan is compounded on a quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement.

Among other things, the Loan and Security Agreement includes covenants that (i) require us to maintain liquidity of at least$15.0 million, (ii) do not permit our cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year, in the aggregate, to exceed$20.0 million, and (iii) cap the amount of cash that can be used to repay the 2027 Notes at their maturity at$60.0 million, subject to increase to the extent of any equity raises. The Loan and Security Agreement also contains covenants that restrict the ability of the Loan Parties and certain of their subsidiaries to make dividends or distributions, incur additional debt (including subordinated debt), engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change their businesses or make investments. The Loan and Security Agreement also contains change of control provisions that could have the effect 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 of $3.26 per share calculated based on the terms of the Warrant Agreement. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loan, we 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 the Delayed Draw Term Loan provided by such Lender on the date thereof. We agreed to provide certain customary registration rights with respect to the resale of shares of common stock underlying Warrants held by or issuable to the holders from time to time and we subsequently registered for resale on Form S-3 the 9,558,635 shares of common stock underlying the Warrants outstanding. The Warrant Agreement also contains customary indemnity, exculpation and contribution obligations in connection with such registration.

On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million (the “Initial Draw”) and $60.0 million (the “Second Draw”), respectively. We plan to continue to use the proceeds from such Delayed Draw Term Loans for general corporate purposes.

On June 26, 2025, in connection with the Initial Draw, we issued to Unprocessed Foods Warrants to purchase 3,823,454 shares of common stock with an exercise price of $3.26 per share, a fair value per share of $2.09 and an aggregate fair value of approximately $8.0 million. On September 18, 2025, in connection with the Second Draw, we issued to Unprocessed Foods Warrants to purchase 5,735,181 shares of common stock with an exercise price of $3.26 per share, that were previously held as contingently issuable Warrants. See Note 1, Introduction, Note 2, Summary of Significant Accounting Policies, and Note 6, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Subsequent to the quarter ended September 27, 2025, in connection with the Exchange Offer (as defined below), on October 15, 2025, we entered into a First Amendment to the Loan and Security Agreement, dated as of October 15, 2025 (the “First Amendment to LSA”) with Unprocessed Foods, and an Intercreditor Agreement, dated as of October 15, 2025 (the “Intercreditor Agreement”), among Unprocessed Foods, Wilmington Trust, National Association and the Company. See Note 14, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Liquidity Outlook

See Note 15, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Statements included elsewhere in this report for additional information relating to certain transactions occurring subsequent to September 27, 2025, including the Exchange Offer, that may impact our 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 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; workforce reductions; 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, 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.

Given that we continue to operate at a loss and have negative operating cash flows, we may seek to raise additional capital in the future through the issuance of additional equity and/or debt securities, and/or incur other indebtedness, some or all of which could be secured, to continue to fund our operations and repay our indebtedness. Any such capital raises through the issuance of equity and/or debt securities, could result in additional dilution to our existing stockholders and may negatively impact the market price of our common stock. Any issuance of additional equity or debt securities may be for cash or in exchange for any of our outstanding convertible notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. Similarly, if the Lenders exercise their 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 and the indenture governing the 2030 Notes contain covenants that restrict our ability to engage in certain transactions and could limit our ability to raise additional financing. See Liquidity Loan and Security Agreement; Warrant Agreement above. Furthermore, any 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 and/or subleases or other dispositions of our Campus Headquarters on terms advantageous to us or at all; the success of, and expenses associated with, our marketing initiatives; our investment in manufacturing and facilities to optimize our manufacturing and production capacity, including 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

See Note 15, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Statements elsewhere in this report for additional information relating to certain transactions occurring subsequent to September 27, 2025, including the Exchange Offer, that may impact our 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.

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 September 27, 2025, 9,750,312 shares of common stock had been sold under the ATM Program for an aggregate offering price of $48.3 million. See ATM Program discussed above. Subsequent to the quarter ended September 27, 2025, we sold 58,888,790 shares of common stock under the ATM Program for an aggregate offering price of $151.7 million. Sales agent’s commissions related to these sales under the ATM Program were $3.0 million, resulting in aggregate net proceeds of approximately $148.7 million. As of October 27, 2025, we had approximately $2,000 in capacity remaining for further sale of shares of stock under the ATM Program and approximately $50.0 million in total capacity remaining available under the 2024 Shelf Registration Statement. See Note 15, Subsequent Events, 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, which provides for up to $100.0 million of new first-lien senior secured debt. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. We plan to continue to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. As of September 27, 2025, we had outstanding borrowings of $100.0 million and had $0 available under the Delayed Draw Term Loan Facility. See Note 7, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

As of September 27, 2025, we had $117.3 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.

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 nine months ended September 27, 2025, we incurred a net loss of $192.8 million, which was the primary reason for net cash used in operating activities of $98.1 million. Net cash outflows from changes in our operating assets and liabilities were $13.0 million, primarily due to a decrease in accrued expenses and other current liabilities; an increase in prepaid lease costs, non-current due to lease payments towards unoccupied phases of our Campus Headquarters (as defined below) for which leases have not yet commenced; an increase in prepaid expenses and other current assets due to an increase in prepaid issuance costs; a decrease in accounts payable from timing of payments of vendor invoices; and a decrease in operating lease liabilities due to a reduction in new leases entered into. Net loss in the nine months ended September 27, 2025, included

$107.7 million in non-cash expenses comprised of loss from impairment of long-lived assets, depreciation and amortization expense, including accelerated depreciation recorded resulting from the suspension and substantial cessation of our operational activities in China, share-based compensation expense and amortization of debt issuance costs, and unrealized gain on foreign currency exchange transactions.

In the nine months ended September 28, 2024, we incurred a net loss of $115.4 million, which was the primary reason for net cash used in operating activities of $69.9 million. Net cash inflows from changes in our operating assets and liabilities were $1.5 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 a decrease in prepaid expenses and other current assets, partially offset by an increase in prepaid lease costs, non-current, an increase in accounts receivable, a decrease in operating lease liabilities and a decrease in accounts payable. Net loss in the nine months ended September 28, 2024, included $44.0 million in non-cash expenses primarily comprised of share-based compensation expense, depreciation and amortization expense, non-cash lease expense, amortization of debt issuance costs and unrealized gain on foreign currency exchange transactions.

Depreciation and amortization expense was $25.0 million, including $4.9 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 $17.5 million in the nine months ended September 27, 2025 and September 28, 2024, respectively.

Net Cash Used in Investing Activities

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

In the nine months ended September 27, 2025, net cash used in investing activities was $8.0 million and consisted of $9.3 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, partially offset by $1.3 million in proceeds from sales of certain fixed assets.

In the nine months ended September 28, 2024, net cash used in investing activities was $10,000 and consisted of $4.5 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, partially offset by $4.1 million in proceeds from sales of certain fixed assets and $0.4 million in proceeds from the return of security deposits.

Net Cash Provided by (Used in) Financing Activities

In the nine months ended September 27, 2025, net cash provided by financing activities was $87.8 million, primarily from a cash inflow of $100.0 million in proceeds from the Delayed Draw Term Loans described above, partially offset by cash outflows for payments of $10.3 million in issuance costs, $1.5 million in payments under finance lease obligations and $0.4 million in payments of minimum withholding taxes on net share settlement of equity awards.

In the nine months ended September 28, 2024, net cash used in financing activities was $1.3 million, primarily from the $0.7 million in payments under finance lease obligations and $0.6 million in payments of minimum withholding taxes on net share settlement of equity awards.

Contractual Obligations and Commitments

There have been no significant changes during the nine months ended September 27, 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 2027 Notes. The proceeds from the issuance of the 2027 Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million. See Note 7, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Subsequent to the quarter ended September 27, 2025, we commenced the Exchange Offer to exchange any and all of the 2027 Notes for a pro rata portion of (i) up to $202.5 million in aggregate principal amount of 2030 Notes and (ii) up to 326,190,370 New Shares. See Liquidity—2027 Notes and the Exchange Offer above and Note 15, Subsequent Events, 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 the Delayed Draw Term Loan provided by such Lender on the date thereof. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loansto us in the principal amounts of $40.0 million and $60.0 million, respectively. See Liquidity—Loan and Security Agreement; Warrant Agreement above, Note 1, Introduction, Note 2, Summary of Significant Accounting Policies, and Note 7, 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 (the “Original Lease” and as amended from time to time, the “Campus Lease”). 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 obtain control of the leased space at the Campus Headquarters until the tenant improvements for the applicable phase in which the leased space is located have been completed and that phase has been delivered to us. We paid $5.1 million and $6.5 million in rent prepayments and payments towards construction costs of the Campus Headquarters in the nine months ended September 27, 2025 and year ended December 31, 2024, respectively.

On September 17, 2024, we entered into the First Amendment to Lease, which amendment: (i) revised the square footage of the premises, building and project resulting in: (a) an increase in our base rent by approximately $851,000 over the initial lease term; (b) an adjustment to our percentage share of direct expenses; and (c) an increase in the tenant improvement allowance for use in Phase III of the Campus Headquarters; (ii) increased the tenant improvement allowance reflecting a reduction in the scope of the Landlord’s work; (iii) specified the tenant improvements that 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 (iv) addressed other ministerial matters concerning the Campus Headquarters. 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.

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 (the “Remaining Premises”) by the

Company, including parking; (iv) payment by the Company of a one-time termination fee of $1.0 million for the benefit of the Landlord; (v) transfer of ownership 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 nine months ended September 27, 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 the lease modifications under the Second Amendment, the Company remeasured the remaining lease liability and corresponding right-of-use (“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 portion of the 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. The remeasurement was performed using our incremental borrowing rate as of the modification date.

On July 16, 2025, we entered into the Third Amendment to Lease (the “Third Amendment”), resolving a dispute between us and the Landlord regarding the provision and disbursement of the tenant improvement allowance under the Campus Lease. 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.

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 Remaining Premises. See Note 3, Leases, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Subsequent to the quarter ended September 27, 2025, we entered into a letter agreement, dated as of October 7, 2025, with the Landlord and the Subtenant, pursuant to which, among other things, the Landlord provided its consent to the Varda Sublease.

Concurrent with our execution of the Original 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. Subsequent to the quarter ended September 27, 2025 and in connection with the Varda Sublease, we entered into the Fourth Amendment to Lease dated as of October 7, 2025 with the Landlord, whereby the parties agreed to amend the schedule for reduction of our letter of credit to: (i) $8.25 million on November 9, 2026; (ii) $6.25 million on November 9, 2027; and (iii) $3.125 million on November 9, 2028; provided we are not then in default 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 September 27, 2025 and December 31, 2024. See Note 3, Leases, Note 10, Commitments and Contingencies, and Note 15, 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 extend the initial term for an additional five years at an annual rent of approximately €1.0 million. This lease is classified as a finance lease in our unaudited condensed consolidated balance sheet as of September 27, 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 nine months ended September 27, 2025 and September 28, 2024, respectively, we received $0 and $0.5 million in subsidies from the JXEDZ Finance Bureau. As of September 27, 2025, the Company had invested $22.5 million as the registered capital of BYND JX that included$0.5 million to fund the suspension and substantial cessation of its operational activities in China, and advanced $20.0 million to BYND JX. See Note 10, Commitments and Contingencies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

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 September 27, 2025 and September 28, 2024, we recognized our share of the loss in TPP in the amount of $7,000 and $38,000, respectively. In the nine months ended September 27, 2025 and September 28, 2024, we recognized our share of the loss (income) in TPP in the amount of $77,000 and $61,000, respectively. As of September 27, 2025 and December 31, 2024, we had contributed our share of the investment in TPP in the amount of $27.6 million. See Note 10, Commitments and Contingencies, and Note 13, Related Party Transactions, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

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 10, 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 $5.4 million remains as of September 27, 2025.

As of September 27, 2025, we had $3.0 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 September 27, 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 10, 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 unaudited condensed consolidated statement of operations and paid $250,000 in the year ended December 31, 2024, and included $7.25 million in Accrued litigation settlement costs in our condensed consolidated balance sheets as of March 29, 2025 and December 31, 2024. Our final payment of $7.25 million was paid into escrow by May 14, 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 nine months ended September 27, 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 September 27, 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.

Long-lived assets, including, but not limited to, property, plant and equipment, lease right-of-use assets, and prepaid lease costs, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows expected from the use of the asset plus the residual value from the ultimate disposal will be less than the carrying value of the asset. If the estimated recoverable amounts are less than the carrying value of the asset, then such assets are written down to their fair values and an impairment loss is recognized based on the difference between the carrying value of the asset and its estimated fair value.

The Company considers all of its long-lived assets to represent a single entity-wide asset group for the purpose of long-lived asset impairment assessment, excluding those sublease assets associated with the Varda

Sublease (as described in Note 3, Leases, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report). Management considers the subleased portion of the lease assets to represent a separate asset group, as these assets generate identifiable cash flows that are largely independent from the remainder of the entity-wide assets.

Fair values for the entity-wide asset group are determined using the market approach and the income approach is utilized for the sublease asset group. The significant assumptions used in determining the fair value under the market approach relate to relevant market-based transactions and selected control premium. The significant assumptions used in determining fair value under the income approach relate to forecasted cash flows, and the selected discount rate used in the discounted cash flow model under the income approach. The fair value of Property, plant and equipment is determined using the replacement cost method, which is based on the cost to acquire a comparable asset in current market conditions, adjusted for accumulated economic depreciation and an in-utility adjustment to account for the loss of service potential not reflected by physical depreciation. The fair value of the right-of-use lease assets and prepaid lease costs, non-current are determined using an income approach based on market-based rental rates for the relevant markets and property types and the selected discount rate. Significant assumptions used include estimated sublease payments, a period of vacancy before the sublease commences and expenses incurred to sublease the space.

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 2027 Notes. The proceeds from the issuance of the 2027 Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million. See Note 7, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. The 2027 Notes do not bear regular interest, and the principal amount of the 2027 Notes do not accrete. However, special interest and additional interest may accrue on the 2027 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 2027 Notes.

Subsequent to the quarter ended September 27, 2025, we commenced the Exchange Offer to exchange any and all of our 2027 Notes, for a pro rata portion of (i) up to $202.5 million in aggregate principal amount of the 2030 Notes and (ii) up to 326,190,370 New Shares. In connection with the Early Settlement Date, we issued (i) $208,717,000 in aggregate principal amount of 2030 Notes (inclusive of $12.5 million in aggregate principal amount of 2030 Notes as payment to certain holders of 2027 Notes that had entered into a transaction support agreement with us relating to the Exchange Offer) and (ii) 316,150,176 New Shares. Following the Final Settlement Date, a total of (i) $209,721,000 in aggregate principal amount of 2030 Notes (inclusive of $12.5 million in aggregate principal amount of 2030 Notes as payment of the SteerCo Premium) and (ii) 317,834,446 New Shares have been issued by the Company in connection with the Exchange Offer. Following such Final Settlement Date $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding.

The 2030 Notes issued in the exchange are secured, second lien obligations of the Company. The 2030 Notes will mature on October 15, 2030, unless earlier redeemed, converted, equitized or repurchased in accordance with the terms of the 2030 Notes. The 2030 Notes will bear interest at a rate of 7.00% per annum from the Early Settlement Date, which interest may be paid in cash or, subject to certain limitations, in shares of common stock. At our option, interest on the 2030 Notes may be accrued and compounded in whole or in part for any interest period as “payment-in-kind” interest at a rate of 9.50% per annum from the Early Settlement Date,. See Note 15, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On May 7, 2025, we, as borrower, entered into the Loan and Security Agreement with the Lenders and certain of our subsidiaries party thereto from time to time, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility and the loans thereunder in an aggregate principal amount of $100.0 million.

The Delayed Draw Term Loans were 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. The Delayed Draw Term Loans borrowed under the Loan and Security Agreement mature on the Initial Maturity Date, which date may be extended by us, with the relevant Lenders’ consent, to no later than May 7, 2035. Borrowings under the Loan and Security Agreement accrue interest at a rate per annum of 12.0%; provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date, then such rate per annum will be 17.5% after the Initial Maturity Date. Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services. Accrued but unpaid interest on each Delayed Draw Term Loan will be compounded on a quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement.

Among other things, the Loan and Security Agreement includes covenants that (i) require us to maintain liquidity of at least $15.0 million, (ii) do not permit our cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year of the Company, in the aggregate, to exceed $20.0 million, and (iii) cap the amount of cash that can be used to repay the 2027 Notes at maturity at $60.0 million, subject to increase to the extent of any equity raises by 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 7, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report. Subsequent to the quarter ended September 27, 2025, on October 15, 2025, the Company and Unprocessed Foods entered into the First Amendment to LSA, which among other things, added cross defaults to the Loan and Security Agreement related to events of default under other debt secured by a second priority security interest and certain secured debt for borrowed money. See Note 15, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such times, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. As of September 27, 2025, we had outstanding borrowings of $100.0 million and had $0 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, changes to trade policies, 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 September 27, 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 nine months ended September 27, 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 $1.9 million, or a decrease of approximately $1.9 million, respectively, to cost of goods sold. We are working to diversify our sources of supply and intend to enter into long-term contracts to better ensure stability of prices of our raw materials. As of September 27, 2025, we had a multi-year sales agreement with Roquette which expires in December 2025. See Note 10, 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, net of tax, reported as cumulative translation adjustment through Other comprehensive (loss) income, 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.

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

Based on the intercompany balances as of September 27, 2025, an assumed 5% or 10% adverse change to foreign currency exchange rates would result in a loss of approximately $5.6 million or $11.1 million, respectively, recorded in Other, net in the three and nine months ended September 27, 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 of September 27, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a- 15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of September 27, 2025, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting discussed below.

Notwithstanding the identified material weakness, management believes that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States of America. Management does not anticipate making any adjustments to its previously issued financial statements.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the quarter ended September 27, 2025, in evaluating the accounting for non-recurring and complex transactions related to compensation, debt, lease and warrant transactions, our management identified a design and operating deficiency related to our process-level controls associated with the identification and accounting for such transactions. Management has concluded that inadequate technical resources are currently in place to effectively identify and determine the proper accounting for non-recurring complex transactions such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Accordingly, management concluded that the deficiency in our control environment constitutes a material weakness in our internal control over financial reporting.

Plan of Remediation of Material Weakness in Internal Control Over Financial Reporting

The identified material weakness has not been remediated, but management is reviewing internal control procedures and in the process of developing a remediation plan and will work to implement enhanced procedures to address it. To remediate such material weakness, we believe we would need to implement the following changes: (i) allocate additional resources to the accounting department, including hiring additional personnel with strong technical accounting and public company reporting knowledge and expertise to ensure sufficient staffing levels for accurate and timely financial reporting; (ii) provide targeted training to key accounting and finance personnel to enhance their capability in identifying and addressing complex accounting and financial reporting issues relating to technical accounting requirements; (iii) engage external accounting advisors to provide supplemental technical accounting support; (iv) enhance the review and approval procedures for financial reporting, including establishing more rigorous internal controls and implementing a formalized review process for all significant, non-routine financial transactions; and (v) continuously monitor and assess the effectiveness of these measures to ensure that the remediation efforts are achieving their intended objectives.

Management can give no assurance that a remediation plan will fully remediate the material weakness that it has identified or that additional material weaknesses will not arise in the future. Remediation will not occur until a plan is implemented and there has been appropriate time for us to conclude through testing that the control operates effectively.

Changes in Internal Control Over Financial Reporting

Except for the identification of the material weakness described above and the ongoing remediation activities, there were no changes in our internal control over financial reporting during the quarter ended September 27, 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.