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
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Item 4. Mine Safety Disclosures
Note 8. Stockholders’ Deficit
As of March 28, 2026, the Company’s shares consisted of 3,000,000,000 authorized shares of common stock, par value $0.0001 per share, of which 463,195,066 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, 2025, the Company’s shares consisted of 3,000,000,000 authorized shares of common stock, par value $0.0001 per share, of which 453,688,312 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.
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.
Common Stock
Common stock reserved for future issuance consisted of the following:
| March 28, 2026 | December 31, 2025 | |
|---|---|---|
| Equity incentive compensation awards granted and outstanding | 39,552,083 | 39,464,342 |
| Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan(1)(2) | 13,392,004 | 10,310,481 |
| Shares available for issuance under the 2018 Employee Stock Purchase Plan | 4,557,105 | 4,020,975 |
| Shares reserved for potential issuance under the 2030 Notes(3) | 116,566,133 | 120,000,000 |
| Shares reserved for potential issuance under the Warrants | 9,558,635 | 9,558,635 |
| Total common stock reserved for future issuance | 183,625,960 | 183,354,433 |
(1) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan includes 70,946 and 145,660 shares at March 28, 2026 and December 31, 2025, respectively, that may be issued pursuant to “PSUs if 200% of the applicable performance target is achieved.
(2) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan at March 28, 2026 after deducting 28,268,323 shares that are reserved for issuance under PSU awards to certain key employees, including 269,732 shares reserved pursuant to Anti-Dilution Increases in respect of the PSU awards in the three months ended March 28, 2026, at maximum payout.
(3) As of March 28, 2026 and December 31, 2025, up to approximately 116,566,133 and 120,000,000 additional shares, respectively, may be issuable upon conversion of the 2030 Notes at the base conversion rate (prior to giving effect to any make-whole payments payable upon such conversion), in addition to issuances of common stock in connection with the payment of interest in the form of common stock, mandatory equitizations and issuances with respect to additional 2030 Notes issued as payment-in-kind interest, that, in each case, may be resold in the public market.
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 3 and Note 7.
2030 Notes Conversion
In the three months ended March 28, 2026, pursuant to the 2030 Notes Indenture, the Company issued 5,315,857 Conversion Shares to certain holders of the 2030 Notes upon the conversion by such holders of $6.2 million in aggregate principal amount of 2030 Notes into shares of the Company’s common stock, which resulted in Anti-Dilution Increases totaling 664,483 shares including shares reserved for Anti-Dilution Increases in respect of the PSU awards. Subsequent to the three months ended March 28, 2026, there were additional conversions of the 2030 Notes resulting in additional Anti-Dilution Increases. See Note 15.
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