BEYOND MEAT, INC.
For the period ended Mar 28, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 28, 2026 · Filed May 7, 2026
BYND$6.03-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-27; filed 2025-11-12.
0001655210-25-000210
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsNoteCurrent report: 10-Q
Period ended 2026-03-28; filed 2026-05-07.
0001655210-26-000037
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsNoteThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 73 current paragraphs.
33 unchanged; 15 reworded; 23 added; 55 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 14 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
Reclassification of Prior Period Presentation
Current report
A prior period amount in the Company’s unaudited condensed consolidated balance sheet has been reclassified to be consistent with the current period presentation. This reclassifications had no effect on the reported results of operations.
Current report
Correction of Previously Issued Interim Unaudited Condensed Consolidated Financial Statements
Current report
During the fourth quarter and full year 2025 financial close procedures, the Company identified errors in its previously issued interim unaudited condensed consolidated financial statements for the three months ended March 29, 2025 relating to (i) inventory valuation and (ii) debt issuance costs, as described in further detail below. The Company has determined that the errors identified below were immaterial to the previously issued interim unaudited condensed consolidated financial statements for the three months ended March 29, 2025 and has corrected these errors prospectively in the accompanying interim unaudited condensed consolidated financial statements for the three months ended March 29, 2025 in accordance with Accounting Standards Codification (“ASC”) 250, “Accounting Changes and Error Corrections.” The Company has also corrected impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable.
Current report
Inventory Valuation
Current report
Debt Issuance Costs
Current report
In connection with the Company’s 2025 balance sheet debt restructuring activities, namely, entry into the Loan and Security Agreement in May 2025 and the debt exchange offer which was completed in October 2025 (the “Exchange Offer”), the Company incurred significant transaction expenses (collectively, the “debt issuance costs”) related to professional services provided by various third-party advisors, consultants and professionals. Following the closing of the Exchange Offer in October 2025, the Company, in consultation with its external technical accounting advisors, determined that the Exchange Offer qualified as a “troubled debt restructuring” (“TDR”) in accordance with ASC 470-60, “Debt—Troubled Debt Restructurings by Debtors.” TDR accounting guidelines specify that debt issuance costs must be expensed and included in selling, general and administrative expenses in the periods in which they are incurred, rather than being capitalized as prepaid expenses and other current assets. The Company further determined in the fourth quarter of 2025 that TDR related accounting standards should have been applied in the three months ended March 29, 2025 as creditor concessions were expected prior to the completion of the Exchange Offer, notwithstanding the fact that the Exchange Offer was not completed until the fourth quarter of 2025. In the three months ended March 29, 2025, the Company initially and incorrectly recorded the Exchange Offer debt issuance costs as prepaid expenses and other current assets on its balance sheet instead of expensing them as incurred as part of selling, general and administrative expenses.
Current report
The following tables reflect the effects of these error corrections to the previously issued interim unaudited condensed consolidated financial statements for the three months ended March 29, 2025, which are presented as comparative in this Quarterly Report on Form 10-Q for the three months ended March 28, 2026:
Current report
2030 Notes
Current report
2030 Notes Embedded Derivative
Current report
The Company evaluates the contracts for its convertible debt and warrants to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, “Derivatives and Hedging” (“ASC 815”). In circumstances where there are several embedded derivative instruments in a contract that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, combined derivative instrument, recorded at fair value on the Company’s consolidated balance sheet at inception and marked to market at each reporting period thereafter. The 2030 Notes contain certain embedded derivatives that require bifurcation and separate accounting from the debt host pursuant to ASC 815, including separate valuations of fair value for those derivatives both at the issuance date and at the end of subsequent reporting periods thereafter until the derivatives expire, are canceled or the debt is no longer outstanding. The Company accounted for the bifurcated derivative instruments as a single, combined derivative instrument (the “2030 Notes Embedded Derivative”). Fair value was determined using, among other factors, a binomial lattice valuation model in accordance with ASC 820, “Fair Value Measurement.” The issuance date fair value of the 2030 Notes Embedded Derivative is recorded as a debt discount and amortized to interest expense over the term of the 2030 Notes, while the changes to the fair value of the 2030 Notes Embedded Derivative after the issuance date are marked to market each reporting period and recognized in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net. See Note 7 and Note 15.
Current report
2030 Notes Conversions and Gain on Debt Extinguishment
Current report
The Company accounts for conversions of the 2030 Notes pursuant to the 2030 Notes Indenture in accordance with accounting for convertible debt with a bifurcated conversion option whereby each conversion is accounted for as a debt extinguishment in accordance with ASC 470 and ASC 815. Accordingly, at each conversion settlement date, the Company records the fair value of the shares issued and reduces, on a pro rata basis, the carrying value of the 2030 Notes, the related debt discount and the 2030 Notes Embedded Derivative, respectively, as of the settlement date. An extinguishment gain or loss is recognized on the settlement date equal to the difference between (i) the fair value of the shares issued and (ii) the sum of the pro rata carrying amounts of the respective 2030 Notes, the related debt discount and the 2030 Notes Embedded Derivative extinguished. The extinguishment gain or loss recognized is included in Other income (expense), net, in the Company’s unaudited condensed consolidated statements of operations. See Note 3, Note 7 and Note 15.
Current report
Restricted Cash
Current report
Restricted cash includes cash held as collateral for stand-alone letter of credit agreements related to normal business transactions. The agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. As of March 28, 2026, the Company had $14.8 million in restricted cash, which was comprised of $12.6 million to secure the letter of credit delivered to the Company’s landlord as security for the performance of the Company’s obligations under its Campus Lease, $1.2 million to secure the letter of credit associated with a third party contract manufacturer in Europe and $1.0 million to secure the letter of credit associated with the Company’s new sales agreement with Roquette to purchase pea protein. See Note 10.
Current report
On December 8, 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270),” which is intended to improve the navigability of the guidance in ASC 270, “Disclosure Requirements” (“ASC 270”) and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the FASB stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.” For public companies, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company expects to adopt ASU 2025-11 beginning on January 1, 2028. Adoption of ASU 2025-11-05 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Current report
On December 17, 2025, the FASB issued ASU 2025-12, “Codification Improvements” (“ASU 2025-12”), which addresses suggestions received from stakeholders on the Codification and makes other incremental improvements to GAAP. This evergreen project facilitates Codification updates for a broad range of topics arising from technical corrections, the unintended application of the Codification, clarifications, and other minor improvements. The Company adopted ASU 2025-12 beginning January 1, 2026. The amendments in ASU 2025-12 did not have a material impact on the Company’s financial position, results of operations or cash flows.
Current report
The Company determined that the conversion option embedded within the 2030 Notes required bifurcation as a derivative liability under ASC 815. The sensitivity of the fair value calculation to these methods, assumptions and estimates included could create materially different results under different conditions or using different assumptions. The mandatory conversion feature along with the make whole interest, the mandatory equitization feature along with the make whole interest and the holder’s optional conversion feature with the make whole interest require bifurcation and therefore, these embedded derivatives were bifurcated, along with the conversion option, from the debt host as a single, compound derivative liability.
Current report
The Company uses a binomial lattice valuation model in order to estimate the fair value of the 2030 Notes Embedded Derivative at inception and on subsequent period end dates. The fair value of the 2030 Notes Embedded Derivative at the issuance date was $26.9 million, recorded as a debt discount to the 2030 Notes and is being amortized to interest expense over the term of the debt. The debt discount carrying value is also reduced, on a pro rata basis, on each 2030 Notes conversion settlement date further discussed above under the heading 2030 Notes Conversions and Gain on Debt Extinguishment (see Note 1). For the three months ended March 28, 2026, the Company recognized $1.3 million in interest expense related to the amortization of this discount, and a reduction of the carrying value of the debt discount of $0.7 million related to settled conversions to equity. Furthermore, the change in fair value of the 2030 Notes Embedded Derivative from December 31, 2025 to March 28, 2026 was $11.9 million and recognized in the Company’s unaudited condensed consolidated statements of operations. As of March 28, 2026 and December 31, 2025, the 2030 Notes Embedded Derivative liability was $26.1 million and $39.2 million, respectively. See Note 7.
Current report
Due to the use of a qualitative adjustment for estimating volatility, the binomial lattice valuation used is considered Level 3 in the valuation hierarchy.
Current report
The following table sets forth selected inputs to the binomial lattice valuation model used to value the 2030 Notes Embedded Derivative as of the respective dates indicated:
Removed paragraphs (55)
Previous report
(In thousands, except share data)
Previous report
Global Operations Review and Reductions in Force
Previous report
In 2023, to reduce operating expenses, the Company initiated a review of its global operations (the “Global Operations Review”), narrowing the Company’s commercial focus to certain anticipated growth opportunities, and accelerating activities that prioritize gross margin expansion and cash generation. As part of this review, on November 1, 2023, the Company’s board of directors (the “Board”) approved a plan to reduce the Company’s workforce by approximately 65 employees, representing approximately 19% of the Company’s global non-production workforce (or approximately 8% of the Company’s total global workforce).
Previous report
On February 24, 2025, the Board approved a plan to reduce the Company’s workforce in North America and the EU by approximately 44 employees, representing approximately 17% of the Company’s global non-production workforce (or approximately 6% of the Company’s total global workforce). In addition, as part of the Company’s Global Operations Review, on February 24, 2025, the Board approved a plan to suspend the Company’s operational activities in China, which substantially ceased as of the end of the second quarter of 2025. As part of this plan, the Company reduced its workforce in China by approximately 20 employees, representing approximately 95% of the Company’s China workforce (or approximately 3% of the Company’s total global workforce).
Previous report
On August 6, 2025, management of the Company approved a plan to reduce the Company’s workforce in North America by approximately 40 employees, representing approxim ately 5% of the Company’s total global workforce. This decision was based on cost-reduction initiatives intended to reduce cost of goods sold and operating expenses. The Company incurred one-time cash charges of approximately $1.1 million in connection with the reduction-in-force, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees.
Previous report
Loan and Security Agreement; Warrant Agreement
Previous report
On May 7, 2025, the Company, as borrower, entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Unprocessed Foods, LLC, an affiliate of the Ahimsa Foundation, as lender (“Unprocessed Foods”), the other lenders party thereto from time to time (together with Unprocessed Foods, the “Lenders”), and certain of the Company’s subsidiaries party thereto from time to time, as guarantors (together with the Company, the “Loan Parties”), pursuant to which the Lenders agreed to provide for a senior secured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and the loans thereunder, the “Delayed Draw Term Loans”) in an aggregate principal amount of $100.0 million. Beyond Meat EU B.V., a subsidiary of the Company (“Beyond Meat BV”), has guaranteed the Company’s obligations under the Loan and Security Agreement. The Delayed Draw Term Loans are secured by a first-priority lien and security interest in substantially all of the assets, subject to certain exceptions, of the Company and Beyond Meat BV. On June 26, 2025 and September 18, 2025, at the Company’s request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to the Company in the principal amounts of $40.0 million (the “Initial Draw”) and $60.0 million (the “Second Draw”), respectively. The Company plans to continue to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. See Note 7.
Previous report
On May 7, 2025, in connection with the entry into the Loan and Security Agreement, the Company and the Lenders entered into a warrant agreement (the “Warrant Agreement”) setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the “Holders”) in connection with warrants (the “Warrants”) representing such Holders’ right to purchase up to, in the aggregate,9,558,635 shares of the Company’s common stock (the “Maximum Warrant Share Amount”) at an initial exercise price of $3.26 per share calculated based on the terms of the Warrant Agreement. The Loan and Security Agreement provides that at each funding date of any Delayed Draw Term Loan, the Company will execute and deliver to the applicable Lenders Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of Delayed Draw Term Loan provided by such Lender on the date thereof. See Note 7.
Previous report
On June 26, 2025, in connection with the Initial Draw, the Company issued to Unprocessed Foods Warrants to purchase 3,823,454 shares of common stock with an exercise price of $3.26 per share, a fair value per share of $2.09 and an aggregate fair value of $8.0 million. See Note 2 and Note 7.
Previous report
As of June 28, 2025, the Company concluded it was reasonably certain to draw the remaining $60.0 million available under the Delayed Draw Term Loan Facility before December 31, 2025, and therefore reasonably certain that it would issue to the Lenders Warrants to purchase the remaining 5,735,181 unissued shares of common stock pursuant to the Loan and Security Agreement. The fair value of the contingently issuable Warrants measured as of June 28, 2025 using a Monte Carlo simulation was $12.1 million. The Company recorded $20.1 million in liability for the total fair value of the issued and contingently issuable Warrants in Delayed draw term loan warrants in its unaudited condensed consolidated balance sheet at June 28, 2025. See Note 2 and Note 7.
Previous report
On September 18, 2025, the Company drew the remaining $60.0 million available under the Delayed Draw Term Loan Facility. In connection with the Second Draw, the Company 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 accounted for as contingently issuable Warrants. The Company remeasured the fair value of the Warrants issued in connection with the Second Draw as of September 18, 2025, resulting in a fair value per share of $1.49 and an aggregate fair value of $8.5 million, and recognized a reduction in fair value in the amount of $3.6 million in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net in the three months ended September 27, 2025. The Company remeasured the fair value of the total warrant liability as of September 27, 2025 marking it to market and recognized an additional reduction in fair value in the amount of $1.7 million in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net. See Note 2 and Note 7.
Previous report
Subsequent to the quarter ended September 27, 2025, in connection with the Exchange Offer (as defined below), on October 15, 2025, the Company 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 15.
Previous report
Partial Lease Termination and Sublease
Previous report
On May 9, 2025, the Company entered into the Second Amendment to Lease (the “Second Amendment”) with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), amending that certain Lease dated January 14, 2021 (the “Original Lease” and as amended from time to time, the “Campus Lease”). The
Previous report
Second Amendment provided for, among other things, the surrender by the Company to the Landlord of approximately 61,556 rentable square feet of the existing premises (the “Surrendered Premises”), a release of all claims arising out of, or based upon, any act, matter, or thing regarding the Surrendered Premises, and the continued leasing of approximately 220,519 rentable square feet of the existing premises. See Note 3.
Previous report
On July 16, 2025, the Company and the Landlord entered into the Third Amendment to Lease (the “Third Amendment”) resolving a dispute between the Company 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 the Company 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. See Note 3.
Previous report
Effective as of July 22, 2025, the Company entered into a Sublease Agreement (the “Varda Sublease”) with Varda Space Industries, Inc., a Delaware corporation (the “Subtenant”), pursuant to which the Company subleased to the Subtenant approximately 54,749 rentable square feet of the existing premises at the Campus Headquarters. See Note 3. Subsequent to the quarter ended September 27, 2025, the Company 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. See Note 15.
Previous report
Subsequent to the quarter ended September 27, 2025 and in connection with the Varda Sublease, the Company and the Landlord entered into a Fourth Amendment to Lease, dated as of October 7, 2025 (the “Fourth Amendment”). Under the terms of the Fourth Amendment, the Company and the Landlord agreed to amend the schedule for reducing the Company’s letter of credit under the Campus Lease, provided that the Company is not in default at the time of each reduction. See Note 15.
Previous report
Exchange Offer and Consent Solicitation
Previous report
Subsequent to the quarter ended September 27, 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) 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 the Company’s common stock (the “New Shares”). Simultaneously with the Exchange Offer, the Company solicited consents (the “Consent Solicitation”) from holders of the 2027 Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the 2027 Notes Indenture. See Note 15.
Previous report
On October 15, 2025 (the “Early Settlement Date”), the Company 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. 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 the Company and subsequently cancelled (collectively, the “Early Tendered Notes”). On the Early Settlement Date, the Company 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 the Company relating to the Exchange Offer (the “SteerCo Premium”)) and (ii)316,150,176 New Shares, in exchange for the Early Tendered Notes. The Company also completed the Consent Solicitation and entered into a supplemental indenture (the “Supplemental Indenture”) to the 2027 Notes Indenture with U.S. Bank, National Association, as trustee (the “2027 Notes Trustee”). See Note 15.
Previous report
On October 30, 2025 (the “Final Settlement Date”), the Company 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 of the Exchange Offer, an additional $5,938,000 in aggregate principal amount of the 2027 Notes were validly tendered, accepted for exchange by the Company and subsequently cancelled (collectively, the “Additional Tendered Notes”). In connection with the final settlement of the Exchange Offer, on the Final Settlement Date, the Company 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. See Note 15.
Previous report
Subsequent to the quarter ended September 27, 2025, the Company sold 58,888,790 shares of common stock under the ATM Program (as defined below) 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, 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 (as defined below). See Note 8.
Previous report
The Company hasone operating segment andone reportable segment, in the plant-based meat industry, offering a portfolio of revolutionary plant-based meat. The Company’s chief operating decision maker (“CODM”), who is its Chief Executive Officer and President, reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company derives revenue primarily in North
Previous report
America and Europe and manages the business activities on a consolidated basis. The Company’s CODM allocates resources and assesses performance at the consolidated level. See Note 14.
Previous report
Issuance costs related to the 2027 Notes were capitalized and offset against proceeds from the 2027 Notes. Issuance costs consist of financial advisor fees, legal expenses and other costs related to the issuance of the 2027 Notes and are amortized to interest expense over the term of the 2027 Notes. See Note 7.
Previous report
Issuance costs related to the ATM Program are capitalized to reflect the costs associated with the issuance of new shares of common stock and offset against proceeds from the ATM Program. See Note 8.
Previous report
As of June 28, 2025, issuance costs related to the Delayed Draw Term Loan Facility were apportioned to the $40.0 million Initial Draw and the remaining $60.0 million undrawn Delayed Draw Term Loan Facility as of such date. Issuance costs apportioned to the Initial Draw were recorded as debt discount and are being amortized to interest expense over the term of the Initial Draw using the effective interest rate method. Issuance costs apportioned to the remaining $60.0 million Delayed Draw Term Loan that was undrawn as of June 28, 2025 were recorded in Prepaid expenses and other current assets in the Company’s unaudited condensed consolidated balance sheet as of June 28, 2025. On September 18, 2025, upon the$60.0 million Second Draw, the issuance costs in Prepaid expenses and other current assets were reclassified to debt discount and are being amortized to interest expense over the term of the Second Draw using the effective interest rate method. Pursuant to the Loan and Security Agreement accrued and unpaid interest expense from the Delayed Draw Term Loans compounded quarterly is paid-in-kind (“PIK”) interest which is added to the principal amount of Delayed draw term loans, net in the Company’s unaudited condensed consolidated balance sheet. See Note 7.
Previous report
As of September 27, 2025, issuance costs of $18.1 million related to the Exchange Offer were recorded in Prepaid expenses and other current assets in the Company’s unaudited condensed consolidated balance sheet. The Company paid $10.3 million in issuance costs related to the Exchange Offer and the Delayed Draw Term Loans in the nine months ended September 27, 2025.
Previous report
The Company accounts for freestanding warrants to purchase shares of its common stock as a liability, as the underlying shares of common stock are redeemable any time after issuance of the warrants and, therefore, may obligate the Company to transfer assets at some point in the future. The warrants to purchase shares of common stock are recorded at fair value upon issuance and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net. Contingently issuable warrants are valued using a Monte Carlo simulation and the value is initially recorded as a warrant liability. See Note 7.
Previous report
The Company had no financial instruments measured at fair value on a recurring basis at December 31, 2024.
Previous report
On June 26, 2025, in connection with the Initial Draw, the Company issued to Unprocessed Foods Warrants to purchase 3,823,454 shares of common stock with an exercise price of $3.26 per share, a fair value per share of $2.09 and an aggregate fair value of $8.0 million. The aggregate fair value of the issued Warrantswas recorded as a discount to the$40.0 million in term loan balance included in Delayed draw term loans, net in the Company’s unaudited condensed consolidated balance sheet and is being amortized to interest expense using the effective interest rate method.
Previous report
The following were the assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Warrants issued in connection with the Initial Draw at issuance on June 26, 2025:
Previous report
As of June 28, 2025, the Company concluded it was reasonably certain to draw the remaining $60.0 million available under the Delayed Draw Term Loan Facility before December 31, 2025, and therefore reasonably certain that it would issue to the Lenders Warrants to purchase the remaining 5,735,181 unissued shares of common stock pursuant to the Loan and Security Agreement. The fair value of the contingently issuable Warrants measured as of June 28, 2025 using a Monte Carlo simulation was $12.1 million. The Company recorded $20.1 million in liability for the total fair value of the issued and contingently issuable Warrants in Delayed draw term loan warrants in its unaudited condensed consolidated balance sheet at June 28, 2025.
Previous report
The following were the assumptions used in the Monte Carlo simulation to determine the fair value of the contingently issuable Warrants as of June 28, 2025, assuming the draw of the remaining $60.0 million available under the Delayed Draw Term Loan Facility before December 31, 2025:
Previous report
On September 18, 2025, the Company drew the remaining $60.0 million available under the Delayed Draw Term Loan Facility. In connection with the Second Draw, the Company 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 accounted for as contingently issuable Warrants. The Company remeasured the fair value of the Warrants issued in connection with the Second Draw as of September 18, 2025, resulting in a fair value per share of $1.49 and an aggregate fair value of $8.5 million, and recognized a reduction in fair value in the amount of $3.6 million in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net in the three months ended September 27, 2025.
Previous report
The following were the assumptions used in the Black-Scholes option-pricing model to remeasure the fair value of the previously contingently issuable Warrants at issuance on September 18, 2025:
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Reworded paragraphs (15)
Previous wording
Beyond Meat, Inc., a Delaware corporation (including its subsidiaries unless the context otherwise requires, the “Company”), is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats. The Company builds meat directly from plants, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating the Company’s plant-based meat products. The Company’s brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare.
Current wording
Beyond Meat, Inc., a Delaware corporation (including its subsidiaries unless the context otherwise requires, the “Company”), is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats and other innovative plant-based food and beverage products. The Company seeks to deliver the power of plants to consumers through its plant-based meat products, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating the Company’s plant-based meat products, and adjacent products that deliver taste and macronutrients from plants and plant-based ingredients. The Company’s brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare.
Current wording
Due to errors in the Company’s excess and obsolete inventory analysis, inventory was overstated and cost of goods sold was understated in the three months ended March 29, 2025.
Previous wording
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of long-lived assets; valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine lease right-of-use assets and lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options and performance stock units (“PSUs”) used to determine share-based compensation expense; the valuation of the fair value of common stock used in the remeasurement of warrant liability; and liabilities and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the financial statements.
Current wording
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion and discount accruals; useful lives of property, plant and equipment; valuation of long-lived assets including assets held for sale; valuation of deferred tax assets; valuation of inventory and related provision; incremental borrowing rate used to determine lease right-of-use assets and lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options and performance stock units (“PSUs”) used to determine share-based compensation expense; the valuation and remeasurement of the fair value of warrant liability; the valuation and remeasurement of the fair value of embedded derivatives; and liabilities and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the Company’s consolidated financial statements.
Previous wording
Foreign currency translation losses, net of tax, reported as cumulative translation adjustment through Other comprehensive loss, net of tax were $48,000 and $1.2 million in the three months ended September 27, 2025 and September 28, 2024, respectively. Net realized and unrealized foreign currency transaction gains included in Other, net were $0.1 million and $4.1 million in the three months ended September 27, 2025 and September 28, 2024, respectively.
Current wording
Foreign currency translation gain (loss), net of tax, reported as cumulative translation adjustment through Other comprehensive loss, net were $0.4 million and $(1.0) million in the three months ended March 28, 2026 and March 29, 2025, respectively. Net realized and unrealized foreign currency transaction (losses) gains included in Other, net were $(1.3) million and $3.5 million in the three months ended March 28, 2026 and March 29, 2025, respectively.
Previous wording
At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $4.8 million and $6.8 million as of
Current wording
At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $4.7 million and $6.2 million as of March 28, 2026 and December 31, 2025, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred.
Previous wording
Two distributors accounted for approximately 13% and 11% of the Company’s gross revenues, respectively, in the three months ended September 27, 2025 and two distributors accounted for approximately 15% and 11% of the Company’s gross revenues, respectively, in the three months ended September 28, 2024. One distributor accounted for approximately 14% of the Company’s gross revenues in the nine months ended September 27, 2025 and one distributor accounted for approximately 13% of the Company’s gross revenues in the nine months ended September 28, 2024. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three and nine months ended September 27, 2025 and September 28, 2024.
Current wording
One distributor accounted for approximately 11% and 14% of the Company’s gross revenues, in the three months ended March 28, 2026 and March 29, 2025, respectively. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three months ended March 28, 2026 and March 29, 2025.
Previous wording
Prepaid expenses include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate. Prepaid expenses are included in Prepaid expenses and other current assets in the Company’s unaudited condensed consolidated balance sheets and were $25.3 million and $7.8 million as of September 27, 2025 and December 31, 2024, respectively. Prepaid expenses as of September 27, 2025 included issuance costs of $18.1 million related to the Exchange Offer, issuance costs of $1.8 million related to the ATM Program and $2.4 million in prepaid employee compensation costs.
Current wording
Prepaid expenses primarily include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate. Prepaid expenses are included in Prepaid expenses and other current assets in the Company’s unaudited condensed consolidated balance sheets and were $4.0 million and $4.1 million as of March 28, 2026 and December 31, 2025, respectively. For the three months ended March 28, 2026, the Company amortized $0.8 million included in SG&A expenses, defined below, related to non-routine cash payments for retention bonuses prepaid to certain executives of the Company pursuant to the Executive Incentive Bonus Plan in the second quarter of 2025. As of March 28, 2026, approximately $1.3 million was included in Prepaid expenses and $0.1 million was included in Other non-current assets, net, in the Company’s unaudited condensed consolidated balance sheet.
Previous wording
Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended September 27, 2025 and September 28, 2024 were $1.2 million and $1.7 million, respectively. Outbound shipping and handling costs included in SG&A expenses in the nine months ended September 27, 2025 and September 28, 2024 were $4.1 million and $5.6 million, respectively.
Current wording
Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended March 28, 2026 and March 29, 2025 were $1.3 million and $1.4 million, respectively.
Previous wording
In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which provides amendments to the Codification in response to the 2018 SEC release No. 33-10532, “Disclosure Update and Simplification.” The amendments modify the disclosure and presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics. ASU 2023-06 is effective for companies that are subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or purpose of issuing securities on the date which the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is prohibited. For all other entities, the amendments are effective two years later. If the SEC has not removed the applicable disclosure from Regulation S-X or Regulation S-K by June 30, 2027, the pending content related to ASU 2023-06 will not become effective for any entity and will be removed from the codification. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Current wording
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which provides amendments to the Codification in response to the 2018 SEC release No. 33-10532, “Disclosure Update and Simplification.” The amendments modify the disclosure and presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics. ASU 2023-06 is effective for companies that are subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or purpose of issuing securities on the date which the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is prohibited.
Previous wording
Pursuant to ASU 2025-01, the amendments in ASU 2024-03 apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. Adoption of ASU 2024-03 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Current wording
The amendments in ASU 2024-03 apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. Adoption of ASU 2024-03 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Previous wording
On July 30, 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which amends ASC 326-20 “Financial Instruments—Credit Losses: Measured at Amortized Cost,” to provide a practical expedient (for all entities) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, “Revenue From Contracts With Customers.” The amendments in the ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is not planning to early adopt this accounting pronouncement. The amendments in ASU 2025-05 permit an entity to apply the new guidance on a prospective basis. The amendments in ASU 2025-05 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Current wording
On July 30, 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which amends ASC 326-20 “Financial Instruments—Credit Losses: Measured at Amortized Cost,” to provide a practical expedient (for all entities) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, “Revenue From Contracts With Customers.” The amendments in the ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted the amendments in ASU 2025-05 on a prospective basis. The amendments in ASU 2025-05 did not have a material impact on the Company’s financial position, results of operations or cash flows.
Previous wording
In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”) to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, “Debt—Debt with Conversion and Other Options.” The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in ASU 2024-04 affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The amendments in ASU 2024-04 are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in ASU 2024-04 permit an entity to apply the new guidance on either a prospective or a retrospective basis. The Company has not determined the impact of the adoption of ASU 2024-04 will have on the Company’s financial position, results of operations or cash flows.
Current wording
The amendments in ASU 2024-04 affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The amendments in ASU 2024-04 are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in ASU 2024-04 permit an entity to apply the new guidance on either a prospective or a retrospective basis. The Company adopted ASU 2024-04 on January 1, 2026 on a prospective basis. The adoption of ASU 2024-04 did not have a material impact on the Company’s financial position, results of operations or cash flows.
Previous wording
There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three and nine months ended September 27, 2025 and September 28, 2024.
Current wording
There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three months ended March 28, 2026 and March 29, 2025.
Previous wording
The Company remeasured the fair value of the total warrant liability as of September 27, 2025 marking it to market and recognized an additional reduction in fair value in the amount of $1.7 million in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net. The following were the assumptions used in the Black-Scholes option-pricing model to remeasure the fair value of total warrant liability as of September 26, 2025, the last trading day of the period:
Current wording
The Company remeasured the fair value of the total warrant liability as of March 28, 2026, marking it to market, and recognized a reduction in fair value in the amount of $1.3 million in the Company’s unaudited condensed consolidated statements of operations in Other income (expense), net. The following were the assumptions used in the Black-Scholes option-pricing model to mark-to-market the fair value of the total warrant liability as of March 27, 2026, the last trading day of the period:
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
For all other entities, the amendments are effective two years later. If the SEC has not removed the applicable disclosure from Regulation S-X or Regulation S-K by June 30, 2027, the pending content related to ASU 2023-06 will not become effective for any entity and will be removed from the codification. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Current report — wording carried from elsewhere
In November 2024, the FASB issued ASU 2024-04, “—Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”) to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, “Debt—Debt with Conversion and Other Options.” The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Condensed Consolidated Statements of Stockholders’ Deficit
Previous report — wording carried elsewhere
Foreign currency translation losses, net of tax, reported as cumulative translation adjustment through Other comprehensive loss, net of tax were $3.6 million and $0.3 million in the nine months ended September 27, 2025 and September 28, 2024, respectively. Net realized and unrealized foreign currency transaction gains included in Other, net were $11.1 million and $0.6 million, in the nine months ended September 27, 2025 and September 28, 2024, respectively.
Previous report — wording carried elsewhere
September 27, 2025 and December 31, 2024, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred.
Previous report — wording carried elsewhere
Selling, General and Administrative (“SG&A”) Expenses