BEYOND MEAT, INC.
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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FY2025 · Filed Apr 9, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Beyond Meat, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Beyond Meat, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 8, 2026, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Inventory — Provision for Excess and Obsolete Raw Materials and Work in Process Inventory — Refer to Notes 2 and 6 to the financial statements.
Critical Audit Matter Description
The Company accounts for inventory using the weighted average cost method and records inventory at the lower of cost or net realizable value.
The determination of the provision to be recorded for excess and obsolete raw materials and work in process inventory requires management to evaluate the historical demand and remaining shelf life for existing raw materials and work in process inventory quantities on hand compared to estimates of future demand for the Company’s products, which involves significant assumptions.
We identified the provision for excess and obsolete ingredients included in raw materials and work in process inventory as a critical audit matter because of the significant degree of auditor judgment and effort required in identifying the population of inventory that exhibits indicators of excess and obsolescence exposure and performing audit procedures to evaluate management’s estimates and assumptions in determining the completeness of the provision for excess and obsolete inventory due to their subjective nature.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the provision for excess and obsolete raw materials and work in process inventory included the following, among others:
We tested the design and implementation and effectiveness of controls over management’s provision for excess and obsolete raw materials and work in process inventory.
· We obtained an understanding of the process and assumptions used by management to determine the provision for excess and obsolete raw materials and work in process inventory.
We evaluated the appropriateness of key inputs supporting management's estimate, including historical demand levels in comparison to estimates of future usage, the age of existing quantities on hand, and shelf life.
We evaluated trends in the recorded raw materials and work in process inventory balances and raw materials and work in process inventory turnover ratios.
We tested the mathematical accuracy of management's key calculations supporting the provision recorded.
Accounting for the Exchange Offer— Refer to Notes 1, 2, and 9 to the financial statements
Critical Audit Matter Description
As described in Notes 1, 2, and 9 to the consolidated financial statements, on September 29, 2025, the Company commenced an exchange offer (the “Exchange Offer”) to exchange any and all of its 0% Convertible Senior Notes due 2027 (the “2027 Notes”) issued pursuant to the indenture governing such notes dated as of March 5, 2021 (the “2027 Notes Indenture”), for a pro rata portion of (i) aggregate principal amount of 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (the “2030 Notes”) and (ii) shares of the Company’s common stock (the “New Shares”). In October 2025, pursuant to the settlement of the Exchange Offer $1,120,541,000 in aggregate principal amount of the 2027 Notes were validly tendered, accepted for exchange by the Company and subsequently canceled (the “Tendered Notes”). In exchange for the Tendered Notes, the Company issued in aggregate (i) $209,721,000 in aggregate principal amount of 2030 Notes and (ii) 317,834,446 New Shares.
The Company accounted for the Exchange Offer as a troubled debt restructuring under ASC 470-60, “Debt — Troubled Debt Restructurings by Debtors”, and recorded a gain on debt restructuring, net of exchange fees, of $548.7 million. The Company concluded that it was experiencing financial difficulties and the holders of the 2027 Notes had granted a concession. The Company accounted for the conversion option and other features of the 2030 Notes as bifurcated derivatives, which are accounted for separately as derivative instruments. The bifurcated derivative instruments are liability classified and recorded at fair value of $39.2 million in the consolidated balance sheet, with the corresponding amount recorded as a discount to the 2030 Convertible Notes upon issuance.
Given the significant judgments required by management in evaluating the accounting for the transactions, we identified the accounting for the Exchange Offer as a critical audit matter. Auditing the Company's accounting for the transactions required a high degree of auditor judgment and an increased extent of effort due to the nature and extent of specialized skill and knowledge required.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management's accounting for the Exchange Offer included the following, among others:
We tested the design and implementation and effectiveness of controls over management’s accounting treatment of the Exchange Offer.
With the assistance of professionals within our firm having expertise in accounting for debt transactions, we performed the following:
We read the Exchange Offer contracts to understand the terms and conditions.
We evaluated the Company's accounting analysis for the Exchange Offer under accounting principles generally accepted in the United States of America, including whether the transactions represented a troubled debt restructuring, the identification of embedded derivatives, and the determination of whether the embedded features require bifurcation and recognition as separate derivative financial instruments.
/s/Deloitte & Touche LLP
Los Angeles, California
April 8, 2026
We have served as the Company's auditor since 2015.
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