BEYOND MEAT, INC.

Note 8. Stockholders’ Deficit

As of September 27, 2025, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 76,751,920 shares of common stock were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of whichno shares were issued and outstanding.

As of December 31, 2024, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 76,065,969 shares were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of whichno shares were issued and outstanding.

Subsequent to the quarter ended September 27, 2025, on September 28, 2025, the Board approved an amendment to the Company’s restated certificate of incorporation, subject to approval by the Company’s stockholders at the Company’s special meeting of stockholders to be held on November 19, 2025, to increase the number of authorized shares of the Company’s common stock. If the amendment is approved by the

Company’s stockholders, it will increase the number of authorized shares of common stock of the Company from 500,000,000 to 3,000,000,000, in order to support, among other things, the additional share issuances of common stock issuable upon conversion of the 2030 Notes and under the Restated Plan (as defined below).

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

Subsequent to the quarter ended September 27, 2025, the Company issued 317,834,446 shares of common stock in connection with the Exchange Offer, and 58,888,790 shares of common stock in connection with sales under the ATM Program. See Note 15.

Common Stock

Common stock reserved for future issuance consisted of the following:

(1) Shares available for issuance under the 2018 Equity Incentive Plan includes 145,660 and 225,967 shares at September 27, 2025 and December 31, 2024, respectively, that may be issued pursuant to “PSUs if 200% of the applicable performance target is achieved. See Note 9.

(2) Total common stock reserved for future issuance as of September 27, 2025 excludes: (a)58,888,790 shares of common stock sold by the Company under the ATM Program subsequent to the quarter ended September 27, 2025 and (b) shares of common stock that may be issued pursuant to the ATM Program discussed below. See Note 15.

In May 2023, the Company filed an automatic shelf registration statement on Form S-3 (the “2023 Shelf Registration Statement”) with the SEC registering an indeterminate amount of its common stock, preferred stock, debt securities, warrants, purchase contracts and units (collectively, “Company securities”). On March 18, 2024, the Company filed an updated shelf registration statement on Form S-3 (the “2024 Shelf Registration Statement”), which the SEC declared effective on April 12, 2024 and which replaced the 2023 Shelf Registration Statement. The 2024 Shelf Registration Statement allows the Company to sell, from time to time and at its 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 Company’s equity distribution agreement, dated as of November 7, 2024 (the “Equity Distribution Agreement”), with B. Riley Securities, Inc. (“B. Riley”), as sales agent, under an “at the market” offering program (the “ATM Program”).

Pursuant to the Equity Distribution Agreement, the Company 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 the Company’s compliance with applicable laws and the applicable requirements of the Equity Distribution Agreement. The Equity Distribution Agreement stipulates that the Company will pay B. Riley a commission equal to up to 3.0% of the gross offering proceeds of any shares of common stock sold to or through B. Riley pursuant to the Equity Distribution Agreement. The Company intends 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 will depend on a variety of factors to be determined and considered by the Company. The Company is 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 wereno sales of common stock 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 $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, the Company 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 the ATM Program were $3.0 million, resulting in aggregate net proceeds of $148.7 million. As of October 27, 2025, the Company 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.

Warrant Agreement and Warrants

On May 7, 2025, in connection with the entry into the Loan and Security Agreement, the Company and the Lenders entered into the Warrant Agreement setting forth the rights and obligations of the Company and the Lenders. See Note 2 and Note 7.