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BEYOND MEAT, INC.

For the period ended Sep 26, 2026. Filed Nov 10, 2026.

View on SEC.gov

About this filing

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.

Sep 26, 2026 · Filed Nov 10, 2026

BYND$5.65-7.4%Stored close · as of Nov 10, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-27; filed 2026-08-06.

0001655210-26-000055

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-26; filed 2026-11-10.

0001655210-26-000079

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 240 previous paragraphs and 279 current paragraphs.

106 unchanged; 117 reworded; 49 added; 14 removed; 3 previous and 7 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 (49)

Current report

On August 13, 2026, following approval by our stockholders on November 19, 2025 and the selection of the 1-for-30 ratio by our board of directors on August 11, 2026, we effected a 1-for-30 reverse stock split of our common stock (the “Reverse Stock Split”) and a proportionate reduction in the number of authorized shares of our common stock (and a corresponding decrease in the total number of authorized shares of capital stock) (the "Authorized Share Reduction"). Shares of our common stock began trading on a split-adjusted basis on the Nasdaq Global Select Market at market open on August 14, 2026 under the existing trading symbol “BYND” and new CUSIP number 08862E307. Except as otherwise specifically indicated, all information in this Quarterly Report on Form 10-Q has been retroactively adjusted to give effect to the Reverse Stock Split and Authorized Share Reduction. See Note 2, Summary of Significant Accounting Policies, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report

During the three months ended September 26, 2026, the Company identified certain triggering events in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”) that indicated a need to test the long-lived assets of the Company’s entity-wide asset group for impairment as of September 26, 2026. These triggering events included a significant decline in the Company’s market capitalization during the quarter, a change in the manner and extent of asset use, and continuing operating and cash flow losses. The entity-wide asset group included Property, plant and equipment, net, Operating lease right-of-use assets and Prepaid lease costs, non-current, and excluded the separate sublease asset group.

Current report

Management performed a recoverability test for the entity-wide asset group and determined that its carrying amount was not recoverable as of September 26, 2026. As a result of this assessment, we recognized an entity-wide loss from impairment of $27.3 million during the three and nine months ended September 26, 2026. The loss was allocated to long-lived assets within the entity-wide asset group on a pro rata basis using the relative carrying amounts of those assets, subject to the requirement that the carrying amount of an individual asset not be reduced below its fair value when that fair value is determinable. The loss from impairment was allocated to Property, plant and equipment, net, Operating lease right-of-use assets, and Prepaid lease costs, non-current, in the Company’s unaudited condensed consolidated balance sheets. See Note 8, Impairment of Long-Lived Assets, in the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report

Accelerated Rent Expense and Loss from Impairment of Sublease Asset Group

Current report

In the three months ended September 26, 2026, we entered into a Fifth Amendment to Lease, dated as of July 31, 2026 (the “Fifth Amendment to Lease”), amending the Campus Lease, to provide for, among other things, the surrender of approximately 101,612 rentable square feet of the Campus Headquarters (the “Surrendered Premises”), spanning portions of Phase I-A, Phase I-B and Phase III and the performance of specified repair and removal work with respect to the Surrendered Premises by August 31, 2026 (except for certain exterior items which must be completed by April 30, 2027); a mutual release of claims arising out of, based upon, or relating to any act, omission, event, matter or thing with respect to the Surrendered Premises (subject to specified conditions and exceptions, including claims arising from a breach of the Fifth Amendment to Lease); and the continued leasing of approximately 118,907 rentable square feet of the existing premises (the “Remaining Premises”).

Current report

We accounted for the Fifth Amendment to Lease as a lease modification under ASC 842, which resulted in reductions of lease liabilities, right-of-use assets and prepaid lease balances of $38.2 million, $22.9 million and $15.3 million, respectively. We fully amortized the right-of-use assets for the operating lease components related to the Surrendered Premises over the remaining one-month term, resulting in accelerated rent expense of $20.8 million in the three and nine months ended September 26, 2026, of which $10.2 million was recognized in research and development expenses and $10.6 million was recognized in selling, general and administrative expenses.

Current report

We sublease a portion of our Campus Headquarters to a third party. On September 1, 2026, the unimproved Phase I-B and Phase II-A sublease components commenced and were classified as operating leases. The commencement of the unimproved Phase I-B and Phase II-A sublease components represented an impairment indicator because the remaining lease costs under the Campus Lease exceeded the anticipated sublease income. Management performed a recoverability test for the sublease asset group and determined that its carrying amount was not recoverable as of September 1, 2026. As a result of this assessment, we recognized a loss from impairment of $29.8 million related to the sublease asset group in the three and nine months ended September 26, 2026.

Current report

See Note 6, Leases, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report for additional information.

Current report

We have a history of net losses and negative cash flows from operating activities, and we have significant near-term obligations, including the remaining 2027 Notes that mature on March 15, 2027, our obligations and minimum liquidity covenants under the Loan and Security Agreement and the 2030 Notes Indenture, our obligations under the Campus Lease and the judgment entered against us in the Sonate Trademark Infringement Litigation. In addition, because we are currently unable to access our ATM Program, our ability to raise additional capital is limited. As discussed further under Liquidity and Capital Resources—Liquidity Outlook below, 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, including repayment of the 2027 Notes at their maturity and maintaining compliance with the minimum liquidity covenants under the Loan and Security Agreement and the 2030 Notes Indenture, for at least the next twelve months from the date of issuance of the unaudited condensed consolidated financial statements included in this report. However, if we are unable to raise additional capital in the future or refinance, repay or restructure our indebtedness when due, management may express substantial doubt about our ability to continue as a going concern in future financial statements. See Part II, Item 1A, Risk Factors, included elsewhere in this report.

Current report

•innovate and commercialize products, including as we expand our product portfolio into adjacent plant-based protein categories such as beverages, protein powders and protein snack bars;

Current report

Net revenues from U.S. retail channel sales in the three months ended September 26, 2026 decreased $3.8 million, or 13.2%, compared to the prior-year period, primarily driven by a 20.8% decrease in volume of products sold, partially offset by a 9.5% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and dinner sausage products to club channels, reduced sales of breakfast sausage products, reduced points of distribution within certain sales channels and overall weak category demand. The increase in net revenue per pound was primarily driven by changes in product sales mix, higher price realization on certain of our products and lower trade discounts. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Sausage, Beyond Breakfast Sausage and Beyond Meatball, partially offset by sales of Beyond Immerse, including through our DTC channel, and sales of other non-beverage products through our DTC channel.

Current report

Research and development expenses in the three months ended September 26, 2026 increased $10.4 million, or 211.0%, compared to the prior-year period. Research and development expenses increased to 23.7% of total net revenues in the three months ended September 26, 2026 from 7.0% of total net revenues in the prior-year period. The increase in research and development expenses was primarily due to $10.2 million in accelerated rent expense resulting from a partial lease termination of a portion of our Campus Headquarters in the third quarter of 2026, higher share-based compensation expense, higher costs associated with DTC products and higher trial production expenses, partially offset by higher sublease income and lower scale-up expenses.

Current report

Total SG&A expenses in the three months ended September 26, 2026 decreased $14.1 million, or 30.0%, compared to the prior-year period. Total SG&A expenses decreased to 51.1% of total net revenues in the three months ended September 26, 2026 from 67.1% of total net revenues in the prior-year period. The decrease in Total SG&A expenses was primarily due to a $21.8 million reduction in the litigation-related accrual associated with the Sonate Trademark Infringement Litigation following the Court's September 18, 2026 ruling and entry of judgment, and decreased consulting expenses, partially offset by $10.6 million in accelerated rent expense resulting from a partial lease termination of a portion of our Campus Headquarters in the third quarter of 2026, $5.5 million in incremental share-based compensation expense related to the Exchange Offer, $0.4 million in costs related to the partial lease termination of a portion of our Campus Headquarters in 2025, and $0.3 million in certain non-routine Total SG&A expenses. Total SG&A expenses in the three months ended September 27, 2025 were negatively impacted by $0.7 million in incremental legal 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 in 2025.

Current report

Total 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 cessation of our operational activities in China.

Current report

For the three and nine months ended September 26, 2026, we recognized a total loss from impairment of $57.1 million consisting of $27.3 million related to our entity-wide asset group and $29.8 million related to our sublease asset group. In the three and nine months ended September 27, 2025, we recognized a total loss from impairment of $51.3 million consisting of $25.1 million related to our entity-wide asset group and $26.2 million related to our sublease asset group. The loss from impairment was allocated to Property, plant and equipment, net, Operating lease right-of-use assets, and Prepaid lease costs, non-current, in the Company’s unaudited condensed consolidated balance sheets. See Note 6, Leases, and Note 8, Impairment of Long-Lived Assets, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report

Total interest expense in the three months ended September 27, 2025 included $1.7 million in interest expense related to finance leases, $1.5 million in PIK interest expense related to the Delayed Draw Term Loans, $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 Delayed Draw Term Loan Warrants and $36,000 in interest expense from amortization of issuance costs related to the Delayed Draw Term Loans. Total interest expense in the nine months ended September 27, 2025 included $3.0 million in interest expense related to the amortization of the debt issuance costs related to the 2027 Notes, $2.8 million in interest expense related to finance 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 discount resulting from the Delayed Draw Term Loan Warrants and $36,000 in interest expense from the amortization of issuance costs related to the Delayed Draw Term Loans.

Current report

The decrease in net loss in the three months ended September 26, 2026 was primarily driven by the increase in Total other income, net, primarily due to$13.3 million in non-cash gain on remeasurement of derivative liability, the increase in gross profit, and the decrease in loss from operations, primarily due to the decrease in Total SG&A expenses, partially offset by the $57.1 million loss from impairment of long-lived assets. Net loss per share in the three months ended September 26, 2026 reflects 19,152,391 weighted average common shares outstanding, compared to 2,555,696 weighted average common shares outstanding in the year-ago period prior to completion of the Exchange Offer in the fourth quarter of 2025.

Current report

•Adjusted EBITDA does not reflect litigation-related accruals or reversals, which may increase or decrease operating expenses and may, depending on the outcome of the underlying litigation, affect cash available to us;

Current report

•Adjusted EBITDA does not reflect non-cash accelerated rent expense in connection with the 2026 partial lease termination of a portion of the Campus Headquarters, and therefore does not include all of our operating expenses;

Current report

2027 Notes Maturity and Potential Liability Management Transactions

Current report

As of September 26, 2026, $14.5 million in aggregate principal amount of the 2027 Notes remained outstanding. The 2027 Notes mature on March 15, 2027 and are classified as a current liability in our unaudited condensed consolidated balance sheet. The 2030 Notes Indenture provides that we will not permit more than $60.0 million in aggregate principal amount of the 2027 Notes to remain outstanding as of or following the date that is 90 days prior to the maturity of the 2027 Notes, and each of the Loan and Security Agreement and the 2030 Notes Indenture caps 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 us. On August 10, 2026, we entered into a second supplemental indenture to the 2030 Notes Indenture (the “Second Supplemental Indenture”), which amended the 2030 Notes Indenture to, among other things, remove certain restrictions on our ability to repurchase or exchange the 2027 Notes for cash and/or equity consideration. On September 23, 2026, we entered into separate, privately negotiated exchange agreements to exchange $15.0 million aggregate principal amount of the 2027 Notes for an aggregate of 1,552,628 shares of our common stock. We may from time to time consider other liability management transactions, including additional exchanges, repurchases, refinancings or other transactions involving our outstanding indebtedness, any of which could be dilutive to our stockholders. There can be no assurance that any such transaction will be completed on favorable terms or at all.

Current report

On August 10, 2026, we entered into the Second Supplemental Indenture with the Trustee and Collateral Agent, on the basis of consents received from holders of a majority of the aggregate principal amount of the outstanding 2030 Notes. The Second Supplemental Indenture amended the 2030 Notes Indenture to (i) permit us to repurchase, redeem, retire, exchange or otherwise acquire the 2027 Notes with cash at a price not greater than the principal amount thereof and/or with equity consideration, and (ii) extend the end date of the make-whole period used for calculating the interest make-whole adjustment that applies to conversions of 2030 Notes from October 15, 2028 to January 15, 2029.

Current report

On September 23, 2026, we entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the 2027 Notes pursuant to which we exchanged $15.0 million in aggregate principal amount of 2027 Notes at a purchase price equal to 96% of the face value of such 2027 Notes for shares of our common stock. At the initial settlement on September 23, 2026, we issued 1,097,444 shares of common stock, and the exchanged 2027 Notes were surrendered and canceled. As of September 26, 2026 and December 31, 2025, $14.5 million and $29.5 million in aggregate principal amount of 2027 Notes remained outstanding. Based on a three-day VWAP observation period that ended September 25, 2026, an additional 455,184 shares of common stock were delivered in final settlement of the share-delivery obligation on September 28, 2026. Following the final settlement, an aggregate of 1,552,628 shares had been issued as part of the Exchange Transactions. See Note 9, Debt and Note 17, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report

On July 31, 2026, we entered into the Fifth Amendment to Lease with HC Hornet Way, LLC, the landlord of our Campus Headquarters (the “Landlord”), pursuant to which, among other things, we agreed to surrender the Surrendered Premises and to perform specified repair, restoration and removal work with respect to the

Current report

Surrendered Premises by August 31, 2026 (except for certain exterior items, which must be completed by April 30, 2027). We did not complete this work by August 31, 2026, and the work remains ongoing.

Current report

On September 18, 2026, the Landlord delivered a notice under the Campus Lease asserting that we had not surrendered possession of the Surrendered Premises or completed the required work. The notice did not declare a default under the Campus Lease or demand payment of any amount, and the Landlord has reserved its rights and remedies under the Campus Lease.

Current report

If a default were to occur under the Campus Lease, following receipt of written notice and the passing of all applicable cure periods, and the Landlord were to pursue its rights and remedies thereunder, which could include seeking to recover all or a substantial portion of the rent and other amounts remaining payable over the term of the Campus Lease, our cash requirements under the Campus Lease could increase or be accelerated. As of September 26, 2026, the remaining undiscounted base lease payments under the Campus Lease were approximately $85.0 million, including $14.0 million of additional base rent payable under the Fifth Amendment to Lease (the “Compromise Rent”), and the Landlord holds a $12.5 million letter of credit securing our obligations under the Campus Lease. In addition, the Campus Lease is a specified contract under the Loan and Security Agreement, and a material default under the Campus Lease that remains unremedied for 60 days after our receipt of written notice could constitute an event of default under the Loan and Security Agreement. If such an event of default were to occur, the lenders could declare the obligations under the Loan and Security Agreement (approximately $114.2 million, including accrued paid-in-kind interest, as of September 26, 2026) immediately due and payable, and any such acceleration could, in turn, result in the acceleration of the 2030 Notes. Because the Campus Lease represents one of our most significant long-term obligations, any of these events could materially adversely affect our liquidity. See Note 6, Leases, to the Notes to Unaudited Condensed Consolidated Financial Statements and Part II, Item 1A, Risk Factors—Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital—We did not complete the surrender and restoration of certain leased space at our Campus Headquarters by the date specified in the Fifth Amendment to Lease, and we may incur damages, face related claims and, if a default occurs, experience an acceleration of our indebtedness, included elsewhere in this report.

Current report

Subsequent to September 26, 2026, on October 9, 2026, we deposited $15.7 million with a bonding company in connection with the supersedeas bond securing the judgment in the Sonate Trademark Infringement Litigation. See Note 17, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report

On September 24, 2026, we entered into a 24-month license agreement for office space at 2250 and 2252 East Maple Avenue in El Segundo, California. The license term commenced on September 28, 2026 and expires on September 30, 2028, subject to earlier termination by either party under certain circumstances. Subsequent to September 26, 2026, the Company delivered a $240,000 cash security deposit in accordance with the agreement. In November 2026, the Company delivered to the licensor a letter of credit in the amount of $200,000, and the licensor is required to return the $240,000 cash security deposit to the Company within ten business days after receipt of a conforming letter of credit. See Note 6, Leases, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report

See Liquidity Outlook above for a discussion of factors affecting the sufficiency of these sources of liquidity.

Current report

On September 23, 2026, we issued 1,097,444 shares of common stock at the initial settlement of privately negotiated exchanges of $15.0 million in aggregate principal amount of 2027 Notes. As of September 26, 2026, pursuant to Exchange Agreements, we were obligated to deliver an additional 455,184 shares based on the completed three-day VWAP observation period. Such shares were issued to the exchanging 2027 Note holders on September 28, 2026. As of September 26, 2026, $14.5 million in aggregate principal amount of 2027 Notes remained outstanding. See Note 9, Debt and Note 17, Subsequent Events, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Showing the first 40 of 49 passages. Open the source sections for the rest.

Removed paragraphs (14)

Previous report

Net revenues from U.S. retail channel sales in the six months ended June 27, 2026 decreased $8.1 million, or 12.6% compared to the prior-year period, primarily driven by a 10.0% decrease in volume of products sold and a 2.8% 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 within certain channels and product lines. The decrease in net revenue per pound was primarily driven by higher trade discounts and lower price realization on 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 Breakfast Sausage and Beyond Crumbles, partially offset by increased sales of various products through our DTC channel.

Previous report

Research and development expenses in the six months ended June 27, 2026 decreased $3.9 million, or 29.1%, compared to the prior-year period. Research and development expenses decreased to 7.4% of net revenues in the six months ended June 27, 2026 from 9.2% of net revenues in the prior-year period. The decrease in research and development expenses was primarily due to lower lease and other facilities-related costs, and lower trial production and scale-up expenses, partially offset by increased costs associated with Beyond Test Kitchen.

Previous report

SG&A expenses in the three months ended June 27, 2026 decreased $7.1 million, or 18.0%, compared to the prior-year period. SG&A expenses decreased to 47.2% of net revenues in the three months ended June 27, 2026 from 52.9% of net revenues in the prior-year period. The decrease in SG&A expenses was primarily due to a credit of $11.0 million reflecting the settlement of arbitration proceedings related to a contractual dispute with a former co-manufacturer, compared with an expense of $2.5 million in the year-ago period, and reduced legal expenses, partially offset by increased share-based compensation expense and increased marketing expenses.

Previous report

In the three and six months ended June 27, 2026, we recorded accrued unpaid interest of $3.4 million and $6.8 million, respectively, in PIK interest expense related to the Delayed Draw Term Loans, interest expense from the amortization of 2030 Notes Embedded Derivative debt discount of $1.0 million and $2.2 million, respectively, and interest expense related to the amortization of the debt discount resulting from the Delayed Draw Term Loan Warrants of $0.5 million and $1.0 million, respectively. No such costs existed as of June 28, 2025. Total unamortized debt issuance costs related to the Delayed Draw Term Loans were $6.7 million and $7.2 million as of June 27, 2026 and December 31, 2025, respectively.

Previous report

On July 17, 2026, we announced via a Current Report on Form-8-K that we are engaged in private discussions with certain holders of the 2030 Notes regarding an amendment to the indenture governing the 2030 Notes to remove certain restrictions on our ability to repurchase or exchange the 2027 Notes for cash and/or equity consideration and extend the end date of the make-whole period used for calculating the interest make-whole adjustment that applies to conversions of 2030 Notes from October 15, 2028 to January 15, 2029. Any such amendments would not be effective until the Company and the trustee under the 2030 Notes indenture enter into a supplemental indenture giving effect to such amendments on the basis of consents received on behalf of holders of 2030 Notes representing a majority of the principal amount of the 2030 Notes outstanding. There can be no assurances that such consents will be obtained or that the supplemental indenture will be entered into. If any supplemental indenture were entered into, we would announce the entry into such supplemental indenture by filing a Current Report on Form 8-K announcing the entry into the supplemental indenture; however, we do not expect to make any additional disclosure in the event such supplemental indenture is not entered into.

Previous report

See Part I, Item 1A, Risk Factors— Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital—Risks Our significant indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our outstanding indebtedness, in our 2025 10-K.
Reworded paragraphs (117)

Previous wording

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026 (the “2025 10-K”), Part II, Item 1A, Risk Factors and Note Regarding Forward-Looking Statements included elsewhere in this report and those discussed in other documents we file from time to time with the SEC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in this quarterly report and our audited consolidated financial statements and related notes included in our 2025 10-K. Our historical results are not necessarily indicative of the results to be expected for any future periods and our operating results for the three and six months ended June 27, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for any other interim period or for any other future year or period.

Current wording

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026 (the “2025 10-K”), Part II, Item 1A, Risk Factors and Note Regarding Forward-Looking Statements included elsewhere in this report and those discussed in other documents we file from time to time with the SEC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in this quarterly report and our audited consolidated financial statements and related notes included in our 2025 10-K. Our historical results are not necessarily indicative of the results to be expected for any future periods and our operating results for the three andnine months ended September 26, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for any other interim period or for any other future year or period.

Previous wording

We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry. As of June 2026, Beyond Meat branded products were available across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, with certain of our products available generally for a limited time through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025.

Current wording

We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry. As of September 2026, Beyond Meat branded products were available across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, with certain of our products also available online through our DTC channel, which we originally launched in the fourth quarter of 2025 as Beyond Test Kitchen.

Previous wording

As the demand for plant-based meat products has continued to decline persistently over the past three years, we have continued to adjust to the changing market landscape and evolving patterns in consumer demand to position Beyond Meat for long-term growth. In addition to our cost-cutting initiatives, we have taken steps to broaden our distribution channels, including direct-to-consumer sales, optimize our distributor relationships and seek more effective consumer input to enable us to respond to shifts in consumer preferences. For example, we launched our Beyond Test Kitchen DTC platform, in the fourth quarter of 2025, giving consumers early access to new plant-based protein products, generally for a limited time, which allows us to test new products directly with consumers and obtain consumer feedback and make adjustments before investing in potential broader product releases. We have also sought to further simplify and improve the quality of product ingredients, including with the use of avocado oil in many of our products. We have also taken our first step in expanding our product portfolio to product adjacencies with the introduction in January 2026 of Beyond Immerse, a plant-based protein beverage, through our Beyond Test Kitchen DTC channel. We continue to focus on expanding our share of the market for plant-based meat products, particularly in select markets and geographies where we see both short- and long-term opportunities for growth, as well as where we believe we can position ourselves as the go-to provider of healthy and desirable plant-based meats and other plant-based protein products.

Current wording

As demand for plant-based meat products in the U.S. has continued to decline persistently over the past few years, we have continued to adjust to the changing market landscape and evolving patterns in consumer demand to position our Company for long-term growth. In addition to our cost-cutting initiatives, we have taken steps to broaden our distribution channels, including direct-to-consumer sales, optimize our distributor relationships and seek more effective consumer input to enable us to respond to shifts in consumer preferences. For example, we launched our online DTC platform, formerly Beyond Test Kitchen, in the fourth quarter of 2025, giving consumers early access to new plant-based protein products, generally for a limited time, which allows us to test new products directly with consumers and obtain consumer feedback and make adjustments before investing in potential broader product releases. In the third quarter of 2026, we launched a new, comprehensive online nutrition platform featuring powders, bars, beverages, and center-of-plate offerings, following the introduction in January 2026 of Beyond Immerse, a plant-based protein beverage, originally launched through our Beyond Test Kitchen DTC platform. We have also sought to further simplify and improve the quality of product ingredients, including with the use of avocado oil in many of our products. We continue to focus on expanding our share of the market for plant-based meat products, particularly in select markets and geographies where we see both short- and long-term opportunities for growth, as well as where we believe we can position ourselves as the go-to provider of healthy and desirable plant-based meats and other plant-based protein products.

Previous wording

In early 2026, we commenced a strategic repositioning of our brand to “Beyond The Plant Protein Company,” under which we are expanding beyond our plant-based meat products into a broader portfolio of plant-based protein offerings across multiple categories and adjacencies, including products like Beyond Immerse, our first functional beverage line of sparkling plant-based protein drinks. This repositioning is intended to address prolonged weakness and category contraction in the traditional plant-based meat segment by leveraging our plant-based protein expertise, technology platform and brand to pursue new growth opportunities across multiple product categories and adjacencies. In April 2026, we entered into a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, to expand distribution of Beyond Immerse beyond the DTC channel into retail, convenience, foodservice and other outlets in the New York metropolitan area. The repositioning and beverage expansion will require incremental investment in marketing, distribution infrastructure and working capital, and there can be no assurance that these initiatives will be successful or generate returns sufficient to offset the required investment. See Part II, Item 1A, Risk Factors, included elsewhere in this report.

Current wording

In 2026, we commenced a strategic repositioning of our brand to “Beyond The Plant Protein Company,” under which we are expanding beyond our plant-based meat products into a broader portfolio of plant-based protein offerings across multiple categories and adjacencies, including products like Beyond Immerse, our first functional beverage line of sparkling plant-based protein drinks, Beyond Starmatter, a nutrient boosted protein powder, Beyond Starcut, a plant-based jerky bar, and Beyond Veggie, a center-of-plate burger made with more than 10 fruits and vegetables. This repositioning is intended to address prolonged weakness and category contraction in the traditional plant-based meat segment by leveraging our plant-based protein expertise, technology platform and brand to pursue new growth opportunities across multiple product categories. In April 2026, we entered into a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, to expand distribution of Beyond Immerse beyond the DTC channel into retail, convenience, foodservice and other outlets in the New York metropolitan area. The repositioning and beverage and adjacency expansion will require incremental investment in marketing, distribution infrastructure and working capital, and there can be no assurance that these initiatives will be successful or generate returns sufficient to offset the required investment. See Part II, Item 1A, Risk Factors, included elsewhere in this report.

Previous wording

Net revenues decreased to $68.8 million in the three months ended June 27, 2026 from $75.0 million in the three months ended June 28, 2025, representing an 8.2% decrease. Net revenues decreased to $127.0 million in the six months ended June 27, 2026 from $143.7 million in the six months ended June 28, 2025, representing an 11.6% decrease. Although we have a history of losses and negative cash flows from operating activities, we recognized net income of $16.4 million in the three months ended June 27, 2026, primarily due to a $57.7 million gain on debt extinguishment recorded in the same period, compared to a net loss of $31.8 million in the three months ended June 28, 2025, and net losses of $12.1 million and $92.9 million in the six months ended June 27, 2026 and June 28, 2025, respectively, as persistent weak demand in the plant-based meat category and for our products, changes in product sales mix and distribution losses in certain channels, among other things, resulted in declines in our net revenues that we were unable to offset with commensurate cost reductions. Loss from operations in the three months ended June 27, 2026 and June 28, 2025 was $30.8 million and $37.5 million, respectively. Loss from operations in the six months ended June 27, 2026 and June 28, 2025 was $71.9 million and $101.9 million, respectively. In the six months ended June 27, 2026 and June 28, 2025, we incurred negative cash flows from operating activities of $23.2 million and $58.0 million, respectively.

Current wording

Total net revenues decreased to $64.5 million in the three months ended September 26, 2026 from $70.2 million in the three months ended September 27, 2025, representing an 8.1% decrease. Total net revenues decreased to $191.6 million in the nine months ended September 26, 2026 from $213.9 million in the nine months ended September 27, 2025, representing a 10.4% decrease. We have a history of losses and negative cash flows from operating activities. We recognized net losses of $82.8 million and $97.0 million in the three months ended September 26, 2026 and September 27, 2025, respectively, and net losses of $94.9 million and $189.9 million in the nine months ended September 26, 2026 and September 27, 2025, respectively, as ongoing and persistent declines in demand in the plant-based meat category and for our products, changes in product sales mix and distribution losses in certain channels, among other things, resulted in declines in our total net revenues that we were unable to offset with commensurate cost reductions. Loss from operations in the three months ended September 26, 2026 and September 27, 2025 was $93.0 million and $98.1 million, respectively. Loss from operations in the nine months ended September 26, 2026 and September 27, 2025 was $164.9 million and $200.0 million, respectively. In the nine months ended September 26, 2026 and September 27, 2025, we incurred negative cash flows from operating activities of $37.3 million and $101.2 million, respectively.

Previous wording

Our operating environment continues to be negatively affected by several challenges, including, but not limited to, ongoing, further weakened demand in the plant-based meat category and for our products, particularly in the refrigerated plant-based meat subsegment, among others, adverse changes in consumer tastes and perceptions about plant-based meat, broad macroeconomic headwinds including inflation, high interest rates, waning consumer confidence and potential recessionary concerns in certain geographic regions, adverse changes in consumers’ perceptions about the health attributes of our products, increased competitive activity in the plant-based meat category, global events such as the ongoing war between Russia and Ukraine and the conflict in the Middle East (including with Iran), and their impacts on the surrounding areas and global economy, current and proposed future tariffs as well as their potential impact on availability of raw materials and/or distribution of our products, and 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, among others, all of which have had and could continue to have unforeseen impacts on our actual realized results. In recent periods, our net revenues, gross profit, gross margin, earnings and cash flows have been adversely impacted by the following, each of which may continue to impact our business and financial condition in the future.

Current wording

Our operating environment continues to be negatively affected by several challenges, including, but not limited to, ongoing and persistent declines in demand in the plant-based meat category and for our products, particularly in the U.S. refrigerated plant-based meat subsegment, among others, adverse changes in consumer tastes and perceptions about plant-based meat, broad macroeconomic headwinds including inflation, high interest rates, waning consumer confidence and potential recessionary concerns in certain geographic regions, adverse changes in consumers’ perceptions about the health attributes of our products, increased competitive activity in the plant-based meat category, global events such as the ongoing war between Russia and Ukraine, the conflict in the Middle East (including with Iran), and civil or political unrest, and their impacts on the surrounding areas and global economy, current and proposed future tariffs as well as their potential impact on availability of raw materials and/or distribution of our products, and 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, among others, all of which have had and could continue to have unforeseen impacts on our actual realized results. In recent periods, our total net revenues, gross profit, gross margin, earnings and cash flows have been adversely impacted by the following, each of which may continue to impact our business and financial condition in the future:

Previous wording

•unfavorable changes in our product sales mix, including the launch of new products, which may carry lower margin profiles relative to existing products, increased sales to strategic QSR customers as a percentage of our total sales, which generally carry a lower selling price per pound, and lower demand for our core products;

Current wording

•unfavorable changes in our product sales mix, including the launch of new products, which may carry lower margin profiles relative to existing products, changes in customer sales mix as a percentage of our total sales, including sales to strategic QSR customers, which generally carry a lower selling price per pound, and lower demand for our core plant-based meat products;

Previous wording

•continued weak demand in the plant-based meat category and its resultant impact on our sales, particularly in the refrigerated plant-based meat subsegment;

Current wording

•continued weak demand in the plant-based meat category and its resultant impact on our sales, particularly in the U.S. refrigerated plant-based meat subsegment;

Previous wording

•the impact of general economic conditions in the U.S. and international markets on us, our customers, our suppliers, our vendors and consumers, including concerns related to inflation, geopolitical and economic uncertainty and instability, the conflict in the Middle East (including with Iran), and its impact on the surrounding areas and global economy, a potential recession, shutdowns of the federal government including regulatory agencies, tariffs and trade wars, increased energy and fuel costs, and the effects of those conditions on consumer spending;

Current wording

•the impact of general economic conditions in the U.S. and international markets on us, our customers, our suppliers, our vendors and consumers, including concerns related to inflation, geopolitical and economic uncertainty and instability, the conflict in the Middle East (including with Iran), civil or political unrest, and the impact on the surrounding areas and global economy, a potential recession, shutdowns of the federal government including regulatory agencies, tariffs and trade wars, increased energy and fuel costs, and the effects of those conditions on consumer spending;

Previous wording

•deceleration of the adoption of plant-based meat across Europe and ongoing regulatory uncertainty about labeling and marketing practices, which could negatively impact our ability to expand distribution of our products;

Current wording

•ongoing regulatory uncertainty about labeling and marketing practices, which could negatively impact our ability to expand distribution of our products;

Previous wording

•negative impacts on capacity utilization as a result of lower than anticipated demand and, therefore, production volumes, which have in the past and could in the future give rise to increased cost of goods sold per pound, co-manufacturer underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines, and/or the write-down or write-off of certain equipment and other fixed assets and impairment charges, all of which could negatively impact gross margin, driving less leverage on fixed costs and delaying the speed at which cost savings initiatives positively impact our financial results;

Current wording

•negative impacts on capacity utilization as a result of lower than anticipated demand and, therefore, production volumes, which have in the past and could in the future give rise to increased total cost of goods sold per pound, co-manufacturer underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines, and/or the write-down or write-off of certain equipment and other fixed assets and impairment charges, all of which could negatively impact gross margin, driving less leverage on fixed costs and delaying the speed at which cost savings initiatives positively impact our financial results;

Previous wording

•managing inventory levels, including sales to liquidation channels at lower prices, write-down or write-off of excess and obsolete inventory, or increase in inventory provision;

Current wording

•managing inventory levels, including sales to liquidation channels at lower prices, write-down or write-off of excess, non-saleable and obsolete inventory, or increase in inventory provision;

Previous wording

•increased cost of goods sold per pound due to input cost inflation, including higher transportation, storage, raw materials, energy, labor and supply chain costs;

Current wording

•increased total cost of goods sold per pound due to input cost inflation, including higher transportation, storage, raw materials, energy, labor and supply chain costs;

Previous wording

A key component of achieving our long-term business strategy is to achieve cost leadership and continue driving the cost of our products down over time. In response to the difficult environment and the negative impact of certain factors on our business and the overall plant-based meat category, beginning in 2022 we pivoted our focus toward sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating expense reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2) inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on near-term retail and foodservice growth drivers while supporting key strategic long-term partners and opportunities.

Current wording

A key component of achieving our long-term business strategy is to achieve cost leadership and continue driving the cost of our core products down over time. In response to the difficult environment and the negative impact of certain factors on our business and the overall plant-based meat category, beginning in 2022 we pivoted our focus toward sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating expense reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2) inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on near-term retail and foodservice growth drivers while supporting key strategic long-term partners and opportunities.

Previous wording

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 or resulted in, and may in the future include or result in, the exit or discontinuation of select product lines; entry into new, adjacent categories; 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 cessation of our operational activities in China in 2025.

Current wording

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 or resulted in, and may in the future include or result in, the exit or discontinuation of select product lines; entry into new, adjacent categories; changes to our pricing architecture within certain channels; cash-accretive inventory reduction initiatives; non-cash charges such as provision for excess, non-saleable and obsolete inventory and potential additional losses from impairment, 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 cessation of our operational activities in China in 2025.

Previous wording

The following table summarizes the non-cash charges recorded in our unaudited condensed consolidated statements of operations in the three and six months ended June 27, 2026 and June 28, 2025 as a result of the cessation of our operational activities in China (in thousands):

Current wording

The following table summarizes the non-cash charges recorded in our unaudited condensed consolidated statements of operations in the three and nine months ended September 26, 2026 and September 27, 2025 as a result of the cessation of our operational activities in China (in thousands):

Previous wording

During our fourth quarter and full year 2025 financial close procedures, we identified errors in our previously issued interim unaudited condensed consolidated financial statements for the first three quarters of 2025 relating to (i) inventory valuation and (ii) debt issuance costs. We determined that the errors were immaterial to our previously issued interim unaudited condensed consolidated financial statements for the three and six months ended June 28, 2025 and have corrected these errors in the accompanying interim unaudited condensed consolidated financial statements for the three and six months ended June 28, 2025 in accordance with Accounting Standards Codification (“ASC”) 250, “Accounting Changes and Error Corrections.” We have also corrected impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable.

Current wording

During our fourth quarter and full year 2025 financial close procedures, we identified errors in our previously issued interim unaudited condensed consolidated financial statements for the first three quarters of 2025 relating to (i) inventory valuation, (ii) debt issuance costs, and (iii) the previously disclosed impairment of long-lived assets. We determined that the errors were immaterial to our previously issued interim unaudited condensed consolidated financial statements for the three and nine months ended September 27, 2025 and have corrected these errors in the accompanying interim unaudited condensed consolidated financial statements for the three and nine months ended September 27, 2025 in accordance with Accounting Standards Codification (“ASC”) 250, “Accounting Changes and Error Corrections.” We have also corrected impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable.

Previous wording

As a result, the comparative financial information for the three and six months ended June 28, 2025 included in the unaudited condensed consolidated financial statements reflects these corrections and may differ from amounts previously reported in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025.

Current wording

As a result, the comparative financial information for the three and nine months ended September 27, 2025 included in the unaudited condensed consolidated financial statements reflects these corrections and may differ from amounts previously reported in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025.

Previous wording

We generate net revenues primarily from sales of our products to our customers across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, mainly in the United States, the EU and Canada, with certain of our products available generally for a limited time through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025. Following the initiation of our Global Operations Review, in recent periods, as part of our effort to reduce excess or obsolete inventory and generate incremental cash, we have also generated net revenues from ingredient sales.

Current wording

We generate total net revenues primarily from sales of our products to our customers across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, mainly in the United States, the EU and

Previous wording

We present our net revenues by geography and distribution channel as follows:

Current wording

We present our total net revenues by geography and distribution channel as follows:

Previous wording

The following factors and trends in our business have driven net revenue generation in prior periods and are expected to be key drivers of net revenue generation over time, subject to the challenges discussed herein:

Current wording

The following factors and trends in our business have driven total net revenue generation in prior periods and are expected to be key drivers of total net revenue generation over time, subject to the challenges discussed herein:

Previous wording

•the timing and success of our efforts to expand distribution channels, including our direct-to-consumer (“DTC”) channel, our distribution agreement to distribute Beyond Immerse, and the timing and success, including customer and consumer acceptance, of recently launched or new products such as Beyond Immerse, and our ability to secure broader distribution of recently launched or new products in retail and other channels;

Current wording

•the timing and success of our efforts to expand distribution channels, including our DTC channel, our distribution agreement to distribute Beyond Immerse, and the timing and success, including customer and consumer acceptance, of recently launched or new products including powders, bars, beverages and center-of-plate offerings and our ability to secure broader distribution of recently launched or new products in retail and other channels;

Previous wording

•distribution expansion, the timing, success and level of trade and promotion discounts, market share growth, increased sales velocity, household penetration, repeat purchases, buying rates (amount spent per buyer) and purchase frequency across our channels, including the success of our DTC sales efforts, including through our Beyond Test Kitchen platform, and promotional programs at attracting new users to the plant-based meat category;

Current wording

•distribution expansion, the timing, success and level of trade and promotion discounts, market share growth, increased sales velocity, household penetration, repeat purchases, buying rates (amount spent per buyer) and purchase frequency across our channels, including the success of our DTC sales efforts, and promotional programs at attracting new users to the plant-based meat category;

Previous wording

•our continued innovation and product commercialization, including the introduction of new products and improvement of existing products, such as our Beyond IV generation of products, that would enable us to appeal to a broad range of consumers, specifically those who typically eat animal-based meat, and the introduction of new products as we broaden our product portfolio to include plant-based foods and beverages, such as Beyond Immerse, with a focus on product ingredients and compelling macronutrients;

Current wording

•our continued innovation and product commercialization, including the introduction of new products and improvement of existing products, such as our Beyond IV generation of products, that would enable us to appeal to a broad range of consumers, specifically those who typically eat animal-based meat, and the introduction of new products as we broaden our product portfolio to include plant-based foods and beverages, including powders, bars, beverages and center-of-plate offerings, with a focus on product ingredients and compelling macronutrients;

Previous wording

As we seek to stabilize and grow our net revenues, we continue to face the challenges described in the Overview above, including, but not limited to, ongoing, further weakened demand within the plant-based meat category and for our products, adverse changes in consumer tastes and perceptions, broad macroeconomic headwinds, increased competitive activity, and uncertainties related to tariffs and international trade policy, among others.

Current wording

As we seek to stabilize and grow our total net revenues, we continue to face the challenges described in the overview above, including, but not limited to, ongoing and persistent declines in demand in the plant-based meat category and for our products, adverse changes in consumer tastes and perceptions, broad macroeconomic headwinds, increased competitive activity, and uncertainties related to tariffs and international trade policy, among others.

Previous wording

We routinely offer sales discounts and promotions through various programs to customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. The expense associated with these discounts and promotions is estimated and recorded as a reduction in total gross revenues in order to arrive at reported net revenues. 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 which totaled $5.7 million and $6.2 million as of June 27, 2026 and December 31, 2025, respectively. In addition, we have made changes in our pricing architecture including price increases of certain of our products in our U.S. retail and foodservice channels, and may in the future make changes, which may have a negative impact on our net revenues, gross profit, gross margin and profitability, impacting period-over-period results. We continue to face increasing competition across all channels, and we expect that trend to continue. Moreover, we expect the competitive landscape to continue to evolve, including due to industry consolidation or realignment, or if consumers continue to trade down into cheaper forms of protein, including animal meat and other non-animal protein sources. In response, we expect to continue to invest in promotional discounting to address the current consumer trend with more targeted key selling period activations that we expect will allow us to continue to build brand awareness and increase consumer trials of our products.

Current wording

We routinely offer sales discounts and promotions through various programs to customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. The expense associated with these discounts and promotions is estimated and recorded as a reduction in total gross revenues in order to arrive at reported total net revenues. 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 which totaled $4.8 million and $6.2 million as of September 26, 2026 and December 31, 2025, respectively. In addition, we have made changes in our pricing architecture including price increases of certain of our products in our U.S. retail and foodservice channels, and may in the future make changes, which may have a negative impact on our total net revenues, gross profit, gross margin and profitability, impacting period-over-period results. We continue to face increasing competition across all channels, and we expect that trend to continue. Moreover, we expect the competitive landscape to continue to evolve, including due to industry consolidation or realignment, or if consumers continue to trade down into cheaper forms of protein, including animal meat and other non-animal protein sources. In response, we expect to continue to invest in promotional discounting to address the current consumer trend with more targeted key selling period activations that we expect will allow us to continue to build brand awareness and increase consumer trials of our products.

Previous wording

Gross profit consists of our net revenues less cost of goods sold. Gross margin is gross profit expressed as a percentage of our net revenues. Our cost of goods sold primarily consists of the cost of raw materials including ingredients and packaging, co-manufacturing fees, direct and indirect labor and certain supply costs, inbound and internal shipping and handling costs incurred in manufacturing our products, warehouse storage fees, plant and equipment overhead, depreciation and amortization expense, provision for excess and obsolete inventory and impairment charges, and accelerated depreciation on write-offs and disposals of fixed assets. Under certain circumstances, our cost of goods sold may also include underutilization and/or termination fees associated with our co-manufacturing agreements.

Current wording

Gross profit consists of our total net revenues less total cost of goods sold. Gross margin is gross profit expressed as a percentage of our total net revenues. Our total cost of goods sold primarily consists of the cost of raw materials including ingredients and packaging, co-manufacturing fees, direct and indirect labor and certain supply costs, inbound and internal shipping and handling costs incurred in manufacturing our products, warehouse storage fees, plant and equipment overhead, depreciation and amortization expense, provision for excess, non-saleable and obsolete inventory and losses from impairment, and accelerated depreciation on write-offs and disposals of fixed assets. Under certain circumstances, our total cost of goods sold may also include underutilization and/or termination fees associated with our co-manufacturing agreements.

Previous wording

•finished goods, materials and packaging input cost-reductions and scale of purchasing;

Current wording

•raw materials and packaging input cost-reductions and scale of purchasing;

Previous wording

•refreshed demand planning and production scheduling processes;

Current wording

•improvements in inventory management, demand planning and production scheduling, resulting in reduced excess and obsolescence provision;

Previous wording

Gross margin may, however, continue to be negatively impacted by reduced capacity utilization if demand for our products continues to decline, investments in our production infrastructure in advance of anticipated demand, which may not materialize within the expected timeframe if at all, investment in production personnel, partnerships and product pipeline, aggressive pricing strategies and increased discounting, increases in inventory provision, write-down or write-off of excess and obsolete inventory and potentially increased sales to liquidation channels at lower prices, changes in our product and customer sales mix, expansion into new geographies and markets where cost and pricing structures may differ from our existing markets, failure to realize expected unit economics in new, adjacent product categories, and co-manufacturer underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines and, in some instances, certain non-routine charges. Gross margin improvement is also expected to continue to be negatively impacted by the impact of inflation, tariffs and increasing labor costs, materials costs and transportation costs.

Current wording

Gross margin may, however, continue to be negatively impacted by reduced capacity utilization if demand for our products continues to decline, investments in our production infrastructure in advance of anticipated demand, which may not materialize within the expected timeframe if at all, investment in production personnel, partnerships and product pipeline, aggressive pricing strategies and increased discounting, increases in inventory provision, write-down or write-off of excess, non-saleable and obsolete inventory and potentially increased sales to liquidation channels at lower prices, changes in our product and customer sales mix, expansion into new geographies and markets where cost and pricing structures may differ from our existing markets, failure to realize expected unit economics in new, adjacent product categories, and co-manufacturer underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines and, in some instances, certain non-routine charges. Gross margin improvement is also expected to continue to be negatively impacted by the impact of inflation, tariffs and increasing labor costs, materials costs and transportation costs.

Previous wording

Research and development expenses consist primarily of personnel and related expenses for our research and development staff, including salaries, benefits, bonuses, share-based compensation, scale-up expenses, depreciation and amortization expense on research and development assets, and facility lease costs. Our research and development efforts are focused on enhancements to our existing products and production processes in addition to the development of new products. Although we expect to continue to invest in research and development over time, we decreased our research and development expenses in 2025 and expect research and development expenses in 2026 to decrease compared to the levels in 2025 as we continue to focus on reducing and optimizing operating expenses more broadly.

Current wording

Research and development expenses consist primarily of personnel and related expenses for our research and development staff, including salaries, benefits, bonuses, share-based compensation, scale-up expenses, depreciation and amortization expense on research and development assets, and facility lease costs. Our research and development efforts are focused on enhancements to our existing products and production processes in addition to the development of new products. Although we expect to continue to invest in research and development over time, we decreased our research and development expenses in 2025. Over time, our research and development expenses may increase as we expand our product portfolio into adjacent plant-based protein categories, including beverages, protein powders and protein snack bars.

Previous wording

SG&A expenses consist primarily of selling, marketing and administrative expenses, including personnel and related expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing lease expense, depreciation and amortization expense on non-manufacturing and non-research and development assets, charges related to asset write-offs including loss on write-down of assets held for sale, consulting fees and other non-production operating expenses. Marketing and selling expenses include advertising costs, share-based compensation awards to non-employee consultants and brand ambassadors, costs associated with consumer promotions, product donations, product samples and sales aids incurred to acquire new customers, retain existing customers and build brand awareness. Marketing and selling expenses also include payments to customers for which the customer provides a distinct good or service to us. Administrative expenses include expenses related to management, accounting, legal, IT and other office functions, including accruals for legal matters when those matters present loss contingencies that are both probable and estimable.

Current wording

Total selling, general and administrative (“Total SG&A”) expenses consist primarily of selling, marketing and administrative expenses, including personnel and related expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing lease expense, depreciation and amortization expense on non-manufacturing and non-research and development assets, charges related to asset write-offs including loss on write-down of assets held for sale, consulting fees and other non-production operating expenses. Marketing and selling expenses include advertising costs, share-based compensation awards to non-employee consultants and brand ambassadors, costs associated with consumer promotions, product donations, product samples and sales aids incurred to acquire new customers, retain existing customers and build brand awareness. Marketing and selling expenses also include payments to customers for which the customer provides a distinct good or service to us. Administrative expenses include expenses related to management, accounting, legal, IT and other office functions, including accruals, and the reversal of such accruals, for legal matters when those matters present loss contingencies that are both probable and estimable.

Previous wording

•continue building out and optimizing our facilities, including the timing and success of surrendering, subleasing, assigning or otherwise transferring, developing or repurposing the remaining used and excess leased space or negotiating additional partial lease terminations at our Campus Headquarters on terms advantageous to us or at all;

Current wording

•continue building out, improving and optimizing our facilities, including the timing and success of surrendering, subleasing, assigning or otherwise transferring, developing or repurposing the remaining used and excess leased space or negotiating additional partial lease terminations at our Campus Headquarters on terms advantageous to us or at all;

Previous wording

These efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the resulting higher expenses, particularly in light of some of the other challenges we face, for example ongoing and persistent declines in demand in the plant-based meat category and for our products, and broad macroeconomic headwinds. We incur significant expenses in developing our innovative products, building out our facilities, securing an adequate supply of raw materials, obtaining and storing ingredients and other products, and marketing the products we offer. The development of new products may require significant expenditure before we generate substantial revenue from such products, and there is no guarantee that new products that we develop will be successful. In addition, many of our expenses, including some of the costs associated with our existing and any future manufacturing facilities, are fixed. Accordingly, we may not be able to successfully implement our long-term growth strategy or achieve or sustain profitability or positive cash flows, and we may incur significant losses for the foreseeable future.

Current wording

These efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the resulting higher expenses, particularly in light of some of the other challenges we face, for example ongoing and persistent declines in demand in the plant-based meat category and for our products, particularly in the U.S. plant-based meat subsegment, and broad macroeconomic headwinds. We incur significant expenses in developing our innovative products, building out our facilities, securing an adequate supply of raw materials, obtaining and storing ingredients and other products, and marketing the products we offer. The development of new products may require significant expenditure before we generate substantial revenue from such products, and there is no guarantee that new products that we develop will be successful. In addition, many of our expenses, including some of the costs associated with our existing and any future manufacturing facilities, are fixed. Accordingly, we may not be able to successfully implement our long-term growth strategy or achieve or sustain profitability or positive cash flows, and we may incur significant losses for the foreseeable future.

Previous wording

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:

Current wording

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

Previous wording

Three and Six Months Ended June 27, 2026 Compared to Three and Six Months Ended June 28, 2025 (unaudited)

Current wording

Three and Nine Months Ended September 26, 2026 Compared to Three and Nine Months Ended September 27, 2025 (unaudited)

Previous wording

The following table presents our net revenues by channel for the respective periods presented (in thousands, except for percentages):

Current wording

The following table presents our total net revenues by channel for the respective periods presented (in thousands, except for percentages):

Previous wording

Net revenues in the three months ended June 27, 2026 decreased $6.1 million, or 8.2%, compared to the prior-year period, primarily driven by a 9.5% decrease in volume of products sold, partially offset by a 1.3% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and chicken products to QSR customers in the international foodservice channel, and by weak category demand and reduced points of distribution in the U.S. foodservice and retail channels. The increase in net revenue per pound was primarily driven by changes in product sales mix and favorable changes in foreign currency exchange rates, partially offset by higher trade discounts.

Current wording

Total net revenues in the three months ended September 26, 2026 decreased $5.7 million, or 8.1%, compared to the prior-year period, primarily driven by a 10.9% decrease in volume of products sold, partially offset by a 3.2% increase in net revenue per pound. Thedecrease in volume of products sold was primarily driven by lower sales of burger products to QSR customers in the international foodservice channel, and by reduced points of distribution and weak category demand in the U.S. foodservice and retail channels. The increase in total net revenue per pound was primarily driven by higher price realization on certain of our products, lower trade discounts and changes in product sales mix, partially offset by unfavorable changes in foreign currency exchange rates.

Previous wording

Net revenues in the six months ended June 27, 2026 decreased $16.7 million, or 11.6%, compared to the prior-year period, primarily driven by a 14.3% decrease in volume of products sold, partially offset by a 3.2% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger and chicken products to QSR customers in the international foodservice channel, and by weak category demand and reduced points of distribution in the U.S. foodservice and retail channels. The increase in net revenue per pound was primarily driven by changes in product sales mix and favorable changes in foreign currency exchange rates, partially offset by higher trade discounts.

Current wording

Total net revenues in the nine months ended September 26, 2026 decreased$22.3 million, or 10.4%, compared to the prior-year period, primarily driven by a 13.2% decrease in volume of products sold, partially offset by a 3.2% increase in net revenue per pound. Thedecrease in volume of products sold was primarily driven by lower sales of burger and chicken products to QSR customers in the international foodservice channel, lower sales of burger products to U.S. club channels, and by weak category demand and reduced points of distribution in the U.S. foodservice and retail channels. The increase in net revenue per pound was primarily driven by changes in product sales mix, favorable changes in foreign currency exchange rates and higher price realization on certain of our products, partially offset by higher trade discounts.

Previous wording

Net revenues from U.S. retail channel sales in the three months ended June 27, 2026 decreased $3.3 million, or 9.9%, compared to the prior-year period, primarily driven by a 5.7% decrease in volume of products sold and a 4.5% 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 within certain channels. The decrease in net revenue per pound was primarily driven by higher trade discounts and lower price realization on 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 Breakfast Sausage, Beyond Burger, Beyond Steak and Beyond Crumbles, partially offset by increased sales of various products through our DTC channel, and increased sales of Beyond Sausage and Beyond Beef.

Current wording

Net revenues from U.S. retail channel sales in the nine months ended September 26, 2026 decreased $11.9 million, or 12.8% compared to the prior-year period, primarily driven by a 13.6% decrease in volume of products sold, partially offset by a 1.0% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by lower sales of burger products to club channels and reduced sales of dinner sausage products, as well as overall demand softness in the plant-based meat category and reduced points of distribution within certain channels and product lines. The increase in net revenue per pound was primarily driven by changes in product sales mix, partially offset by higher trade discounts and lower price realization on certain of our products. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Breakfast Sausage, Beyond Beef Crumbles, Beyond Sausage and Beyond Meatball, partially offset by sales of Beyond Immerse, including through our DTC channel, sales of other non-beverage products through our DTC channel, and, to a lesser extent, increased sales of Beyond Beef and Beyond Steak.

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Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Canada, with certain of our products available through our DTC channel. Following the initiation of our Global Operations Review, in recent periods, as part of our effort to reduce excess or obsolete inventory and generate incremental cash, we have also generated total net revenues from ingredient sales.

Current report — wording carried from elsewhere

Loss from Impairment of Long-Lived Assets

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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. In connection with the Exchange Offer, we issued 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) 10,594,483 New Shares. The tendered and accepted 2027 Notes together represented 97.44% of the aggregate principal amount of 2027 Notes outstanding prior to the Exchange Offer.

Current report — wording carried from elsewhere

The BG Tranche 2 Warrant, if vested, is exercisable by Big Geyser, in whole or in part, at any time, or from time to time, prior to the expiration of the warrant agreement governing the BG Tranche 2 Warrant (the “BG Tranche 2 Warrant Agreement” and, together with the BG Tranche 1 Warrant Agreement, the “BG Warrant

Current report — wording carried from elsewhere

Transactions, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Current report — wording carried from elsewhere

See Note 15, Related Party Transactions, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

See Note 9, Debt, to the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

Previous report — wording carried elsewhere

In the fourth quarter of 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 and Capital Resources—Convertible Notes and Exchange Offer above.

Previous report — wording carried elsewhere

The BG Tranche 1 Warrant will be exercisable by payment in cash from time to time until or prior to 5:00 p.m. (Eastern Time) on the eighteen-month anniversary of the initial issuance of the BG Tranche 1 Warrant. The BG Tranche 1 Warrant is subject to adjustment from time to time in accordance with the provisions of the BG