BEYOND MEAT, INC.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in our 2025 10-K, as updated and supplemented below and in our subsequent filings. These risks could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or future results.

Risk Factors

Risks Related to Our Business

Our strategic repositioning to “Beyond The Plant Protein Company” may not be successful, and our failure to effectively execute or realize the anticipated benefits of this strategy could have a material adverse effect on our business, brand, financial condition, results of operations and cash flows.

In 2026, we announced 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, our nutrient boosted protein powder, Beyond Starcut, our plant-based jerky bar, and Beyond Veggie, our 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. However, this shift involves significant strategic, operational, and financial risks and uncertainties. We may not successfully reposition our brand in the minds of consumers, retailers or distributors, or we may fail to achieve meaningful consumer acceptance or incremental demand for a broader set of plant-based protein products. The repositioning may require substantial management time and financial resources that could otherwise be allocated to optimizing our plant-based meat products, our cost structure or addressing ongoing category headwinds. These risks are heightened in light of our history of net losses and negative cash flows from operations, which may limit our ability to fund the repositioning strategy or absorb the financial impact of an unsuccessful transition. See the risk factors related to our liquidity and capital resources discussed in our 2025 10-K.

Execution of the repositioning strategy could also result in brand dilution or confusion if consumers do not associate our expanded portfolio with the same quality, taste or values as our plant-based meat products. We may encounter challenges in integrating new product lines, managing channel conflicts, forecasting demand across disparate categories, or achieving targeted margins and returns on investment in adjacencies that have different competitive dynamics, supply chains, regulatory requirements and consumer usage occasions than our plant-based meat product offerings. If the strategy does not reverse or sufficiently mitigate the multi-year decline in demand for plant-based meat, or if it diverts focus without delivering offsetting revenue growth, we could experience continued or accelerated revenue declines, higher operating losses, excess inventory charges, asset impairments or other adverse financial impacts.

Any failure to successfully execute, communicate, or realize the benefits of our strategic repositioning could materially harm our competitive position, brand reputation and long-term growth prospects.

We engage in related party transactions, which may result in conflicts of interest involving our senior management.

We have engaged in the past, and may continue to engage, in a number of related party transactions, including transactions with various entities in which our General Manager, EMEA or members of his immediate family have a direct or indirect financial interest or are officers or directors. Related party transactions may present conflicts of interest, could result in disadvantages to our Company and may impair investor confidence, which could materially and adversely affect us. Related party transactions could also cause us to become materially dependent on related parties in the ongoing conduct of our business, and related parties may be motivated by personal interests to pursue courses of action that are not necessarily in the best interests of our Company and our stockholders. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. In the case of transactions with affiliates, there may be an absence of arms’ length negotiations with respect to the terms, conditions and consideration with respect to goods and services provided to or by us. Our affiliates may economically benefit from our arrangements with related parties. If we engage in related party transactions on unfavorable terms, our operating results will be negatively impacted.

Any further impairment in the value of our tangible and intangible assets could have a material adverse effect on our business, financial position and operating results.

Our total assets reflect substantial tangible and intangible assets, including property, plant and equipment, right-of-use lease assets and prepaid lease costs, non-current. We perform an asset impairment analysis on an annual basis or whenever events or changes in circumstances indicate that a long-lived asset group may not be recoverable. In the three months ended September 27, 2025, the following triggering events indicated that the carrying amount of the Company’s long-lived assets may not be fully recoverable: (1) lower than expected performance in the three months ended September 27, 2025; (2) a sustained decline in the Company’s stock price, resulting in a decrease in market capitalization; and (3) our determination in the third quarter of 2025 that the ongoing softness in the plant-based meat category is likely to persist longer than previously anticipated. As a result of this assessment, the Company recognized a total loss from impairment of $51.3 million (as corrected; see Part II, Item 9B, Other Information, included in the 2025 10-K) related to its long-lived assets in the third quarter of 2025, including (a) $35.8 million for Property, plant and equipment, net, (b) $0.9 million for Operating lease right-of-use assets, and (c) $14.6 million for Prepaid lease costs, non-current. The loss from impairment is included in Loss from impairment of long-lived assets in the Company’s consolidated statement of operations for the year ended December 31, 2025. During the fourth quarter of 2025, we completed our annual assessment of our long-lived assets and determined that there were no additional indicators of impairment to the remaining carrying amounts of our long-lived assets. During the first and second quarters of 2026, we evaluated whether certain events or changes in circumstances indicated that the carrying amount of long-lived assets may not be recoverable, and we deemed it unlikely there was a risk of impairment as of March 28, 2026 or June 27, 2026 for the Company’s entity-wide asset group.

During the three months ended September 26, 2026, we identified certain triggering events in accordance with 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. 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, which was allocated to Property, plant and equipment, net, Operating lease right-of-use assets, and Prepaid lease costs, non-current. In addition to the entity-wide loss from impairment, 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. As a result, 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.

See Note 2, Summary of Significant Accounting Policies, 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 for additional information.

Failure to achieve forecasted operating results, due to weakness in the economic environment, demand for our products or other factors, changes in market conditions and declines in our publicly quoted stock price and market capitalization, failure to sublease, assign or otherwise transfer any excess space or negotiate additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters or other facilities on terms advantageous to us or at all, among other things, could result in further impairment of our long-lived assets, which could be material and may adversely affect our business, financial position and operating results.

Any changes in estimates, judgments and assumptions used in the preparation of financial statements in accordance with GAAP or any future losses from impairment could have a material adverse effect on our business, financial position and operating results.

The preparation of financial statements in accordance with GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities, revenues and expenses. This includes estimates, judgments and assumptions for assessing the recoverability of our assets, pursuant to Financial Accounting Standards Board issued authoritative guidance. If any estimates, judgments or assumptions change in the future, the Company may be required to record additional expenses and/or losses from impairment. See Item 1A, Risk Factors—The Company is subject to accounting estimate risks, included in the 2025 10-K.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under assumptions or conditions that may change in the future. While we believe the assumptions and estimates we make are reasonable, any changes to our assumptions or estimates, or any actual results which differ from our assumptions or estimates, could have a material adverse effect on our financial position and operating results. Improper design and implementation of internal controls related to the estimates could result in misstatement of financial reports.

We perform an asset impairment analysis on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For example, we performed a recoverability test for the entity-wide asset group in the third quarter of 2026 resulting in a material loss from impairment in the third quarter of 2026. See Item 1A, Risk Factors—Risks Related to Our Business—Any further impairment in the value of our tangible and intangible assets could have a material adverse effect on our business, financial position and operating results.

Failure to achieve forecasted operating results, due to weakness in the economic environment, demand for our products or other factors, changes in market conditions and declines in our publicly quoted stock price and market capitalization, failure to sublease, assign or otherwise transfer any excess space or negotiate additional partial lease terminations and/or subleases or other dispositions of our Campus Headquarters or other facilities on terms advantageous to us or at all, among other things, could result in further impairment of our long-lived assets, which could be material and may adversely affect our business, financial position and operating results.

Risks Related to Our Products

Our direct-to-consumer marketing and sales efforts may be unsuccessful, increasingly costly or subject to evolving technology, consumer behavior, third-party platform practices and regulatory requirements, which could adversely affect our business, financial condition and results of operations.

We rely on search engines, artificial intelligence-powered search and recommendation tools, social media platforms, influencers, retail media networks, email, SMS text messaging, digital advertising and other marketing channels to attract and retain consumers. Changes to platform algorithms, AI-generated search results, privacy requirements, advertising policies or consumer preferences may reduce the effectiveness of these channels or increase our customer acquisition costs.

Our ability to communicate directly with consumers also depends on compliance with evolving federal, state and international laws and regulations governing advertising, privacy and electronic communications, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act") and the Telephone Consumer Protection Act (the "TCPA"), and any actual or alleged noncompliance by us or third parties acting on our behalf could result in litigation, regulatory investigations, fines, statutory damages, restrictions on our marketing activities or reputational harm.

In addition, we rely on third-party marketing partners, influencers and service providers whose performance, business practices or reputations may adversely affect our brand. If we are unable to effectively acquire, engage and retain consumers through our direct-to-consumer channels in a cost-effective and compliant manner, our net sales, profitability, financial condition and growth prospects could be materially adversely affected.

We may not successfully innovate, introduce or commercialize new products in adjacent categories outside our plant-based meat products, including our recently launched portfolio of protein products, including, our beverage line, Beyond Immerse, nutrient boosted protein powder line, Beyond Starmatter, plant-based jerky bar line, Beyond Starcut, and center-of-the plate burger line made with more than 10 fruits and vegetables, Beyond Veggie, and any failure could materially adversely affect our business, financial condition, results of operations and cash flows.

As part of our strategy to expand our product offering to become a leading plant-based protein company, we are pursuing opportunities in new product categories and adjacencies that leverage our plant-protein expertise, technology platform and brand. In April 2026, we entered into a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, to expand distribution of Beyond Immerse, our first functional beverage line of sparkling plant-based protein drinks, beyond direct-to-consumer channels into retail, convenience, foodservice and other outlets in the New York Metropolitan area. These efforts involve significant risks and uncertainties, many of which are heightened because beverages represent a new category with different formulation requirements, manufacturing processes, supply chains, shelf-life and storage needs, regulatory and labeling standards, and consumer usage patterns than our traditional plant-based meat products. In particular, functional beverages, protein powders and savory bars with protein or nutritional claims may be subject to heightened regulatory scrutiny by the FDA and FTC, including with respect to nutrient content claims, structure/ function claims and advertising substantiation, and any enforcement actions, required label modifications or restrictions on our marketing practices could increase our costs, delay our product launches or limit our ability to market Beyond Immerse, Beyond Starmatter, Beyond Starcut and Beyond Veggie as intended.

We may not accurately predict consumer taste preferences, demand or acceptance of Beyond Immerse, Beyond Starmatter, Beyond Starcut and Beyond Veggie or other new offerings that we may announce in the future, including whether our plant-based meat consumers will adopt functional beverages or whether the new line will attract new consumers. The timing, scale and success of distribution expansion, including our partnership with Big Geyser, may fall short of expectations due to performance issues, channel conflicts, termination risks or slower-than-anticipated rollout. We could also encounter delays or failures in scaling production, securing adequate ingredient supply, obtaining necessary permits, or achieving targeted pricing, margins or scale in the highly competitive beverage category. We may also encounter aggressive responses from well-established and better capitalized competitors in the broader beverage category. In addition, any quality, safety or performance issues with the new beverage products could harm our overall brand reputation. These initiatives also require the allocation of management attention and financial resources that could otherwise be directed toward our existing business or other priorities, and we may not realize the anticipated benefits or return on investment from these efforts in the time frame expected or at all.

Any of the foregoing could result in lower-than-expected revenues from Beyond Immerse, Beyond Starmatter, Beyond Starcut and Beyond Veggie or our plant-based meat product portfolio, higher-than-anticipated costs, excess inventory or obsolescence charges, impairment of related assets or diversion of resources, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. These risks are in addition to the broader risks associated with the persistent decline in demand for plant-based meat products, intense competition and our history of operating losses.

Failure to continually innovate and successfully introduce and commercialize new products or successfully improve existing products may adversely affect our ability to grow.

A key element of our long-term growth strategy depends on our ability to develop and market new products and improvements to our existing products that meet our standards for quality and appeal to consumer preferences. For example, in 2025, we introduced our Beyond Ground, Beyond Steak Filet and Beyond Chicken Pieces lines and announced an expanded line of Beyond Steak. In January 2026, we introduced Beyond Immerse, a plant-based protein drink. In September 2026, we introduced 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 in direct-to-consumer sales. In April 2026, we expanded our line of Beyond Chicken Pieces to Beyond Chicken Pieces Spicy Buffalo and announced a distribution agreement with Big Geyser, a major non-alcoholic beverage distributor, for the launch of Beyond Immerse beyond the direct-to-consumer channel, expanding our first functional beverage line into the New York market with three distinct flavors. The success of our innovation and product development efforts, including the improvement of our existing plant-based meat product lines and the expansion to adjacent products outside of the plant-based meat category, is affected by our ability to anticipate changes in consumer preferences, accurately predict taste preferences and purchasing habits of consumers in new geographic markets, the technical capability of our innovation staff in developing and testing product prototypes, including complying with applicable governmental regulations, commercialization and scale-up of new products, the success of our management and sales and marketing teams in introducing and marketing new products, our ability to adapt to changes in technology, including the successful utilization of data analytics, artificial intelligence and machine learning, managing the distribution of new products and managing our partnerships with distributors in a product category that we have limited experience with. Our innovation staff members are continuously testing alternative plant-based proteins to the proteins we currently use in our products, as they seek to find additional protein options to our current ingredients that are more easily sourced, and which retain and build upon the quality and appeal of our current product offerings. Failure to develop, commercialize and market new products that appeal to consumers may lead to a decrease in our sales and profitability.

Additionally, the development and introduction of new products, such as Beyond Immerse, Beyond Starmatter, Beyond Starcut and Beyond Veggie requires substantial research, development, branding and marketing expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance or their contributions to our revenue and margins are less than we expect. Certain of our recently introduced new products, such as Beyond Immerse, are in highly competitive product categories and others that are introduced into select foodservice locations or originally sold exclusively through our former Beyond Test Kitchen DTC channel, may not gain broader acceptance from our customers or consumers. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business could be harmed.

Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital

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

We have a history of net losses and negative cash flows from operating activities, and we expect to keep operating at a loss for the foreseeable future. For the nine months ended September 26, 2026, we reported a net loss of $94.9 million, which included a total loss from impairment of $57.1 million related to our entity-wide and sublease asset groups, and we used $37.3 million of cash in operating activities. Demand in the plant-based meat category and for our products continues to decline. We cannot assure you that our cost-reduction initiatives, our strategic repositioning to “Beyond The Plant Protein Company,” or new products such as Beyond Immerse will reverse these trends in time to avoid the need for additional capital, or at all.

We have significant near-term obligations, including: the $14.5 million aggregate principal amount of 2027 Notes that remain outstanding and mature on March 15, 2027; the $114.2 million outstanding principal under our Delayed Draw Term Loans, including accrued PIK interest, our 2030 Notes and the $15.0 million minimum liquidity covenants under the Loan and Security Agreement and the 2030 Notes Indenture; amounts due under the Campus Lease, including the $14.0 million of Compromise Rent payable under the Fifth Amendment to Lease and our restoration, repair and removal obligations with respect to the surrendered premises; which remain ongoing, and any amounts that could become payable under the Campus Lease if we do not complete those obligations within the applicable cure period; and costs of pending litigation, including the judgment of $15.4 million entered against us in the Sonate Trademark Infringement Litigation, which remains subject to further motion practice and appeals, and in connection with which we deposited $15.7 million with a bonding company in October 2026 to stay execution of the judgment.

Our ability to raise capital is limited. We cannot currently use a Form S-3 registration statement or our ATM Program, our debt agreements restrict additional borrowing, and any equity financing would likely be highly dilutive. If our common stock were delisted from Nasdaq, we would be required to offer to repurchase all of our outstanding Notes for cash at par, and we may not have sufficient cash to do so. A breach of our debt covenants, including a failure to deliver financial information on time, could also result in acceleration of our indebtedness.

There can be no assurance that we will be able to raise additional funds, or refinance, repay or restructure our indebtedness, when needed or on favorable terms or at all. If we cannot raise additional funds, or refinance, repay or restructure our indebtedness, when needed, management may conclude, and disclose in our financial statements, that there is substantial doubt about our ability to continue as a going concern. Any such statement may constitute an event of default under the Loan and Security Agreement which, if left uncured, may accelerate our principal and interest payments and require us to pay liquidated damages.

Any such disclosure by our management could significantly reduce the trading price of our common stock, hurt our relationships with customers, suppliers, co-manufacturers, distributors and landlords, cause counterparties to demand more favorable payment terms or collateral and make it harder to obtain financing. If we cannot meet our obligations, we may have to pursue an out-of-court restructuring, sell assets or seek protection under Chapter 11 of the U.S. Bankruptcy Code. In any of those cases, holders of our common stock could lose all or a substantial part of their investment.

If we are unable to build out or occupy the rest of the Campus Headquarters and cannot negotiate a partial lease termination, or sublease, assign or otherwise transfer the unoccupied space on terms favorable to us or at all, which may result in penalty payments, losses from impairment and/or write-offs, our business or financial condition or results of operations may be adversely affected.

In 2021, we entered into a lease agreement for an initial term of 12 years to develop and house our Campus Headquarters. In May 2025, we entered into the Second Amendment, which provided for, among other things, the surrender of the Surrendered Premises, continued leasing of approximately 220,519 rentable square feet of existing premises under the Campus Lease, including parking, payment of a one-time termination fee of $1.0 million, transfer of ownership to certain equipment, construction of modifications to the Surrendered Premises, payment of rent for the surrendered Premises until at latest December 14, 2025, payment of the difference in base rent and parking charges payable by a new tenant and payment of customary brokers’ fees of $479,544. And in July 2025, we entered into the Varda Sublease, which provided for the sublease of approximately 54,749 rentable square feet of our retained premises subject to the Campus Lease.

We may not be able to build out or occupy the rest of the Campus Headquarters and are considering consolidating our usage of the space and further surrendering, subleasing, assigning or otherwise transferring some or all of the remaining unoccupied space, or negotiating additional partial lease terminations and/or subleases or other dispositions but may be unable to enter into or negotiate such an agreement or transaction, which could have an adverse effect on our operating and financial results. An agreement to partially terminate, sublease, assign or otherwise transfer the unoccupied part of the Campus Headquarters would be subject to certain risks and uncertainties. For example, the agreement may not be completed on terms advantageous to us because the rental rate we receive under the agreement may not fully cover the rental rate we pay under the Campus Lease for the same space or our subtenants may fail to make lease payments, which may result in losses from impairment for right-of-use assets and prepaid lease costs and could have a negative impact on our financial condition and results of operations. In addition, a partial termination of the lease could result in a penalty payment to exit the lease and non-cash write-off of prepaid lease costs, the amounts of which could be material and which could have a negative impact on our financial condition and results of operations.

Under the terms of the Third Amendment to Lease entered into in July 2025, 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. The inability of a subtenant, assignee, or transferee to use the tenant improvement allowance to construct improvements may limit us from subleasing, assigning, or otherwise transferring the rest of the unoccupied portion of the Campus Headquarters. Further, there could be unanticipated difficulties in initiating and maintaining operations at the Campus Headquarters, including, but not limited to, IT system interruptions, other infrastructure support problems or the Campus Headquarters may prove less conducive to our operations than currently anticipated. These risks could all result in operational inefficiencies or similar difficulties that could prove difficult or impossible to remedy and could have an adverse impact on our financial condition and results of operations.

In the fourth quarter of 2025, we entered into the Fourth Amendment to Lease with the Landlord, pursuant to which, among other things, the parties agreed to amend the schedule for reducing the letter of credit deposit under the Campus Lease.

In the third quarter of 2026, we entered into the Fifth Amendment to Lease with the Landlord to surrender a portion of the leased premises and amended the related sublease arrangement. We accounted for the Campus Lease amendment as a lease modification, 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.

The commencement of the unimproved Phase I-B and Phase II-A sublease components under the Campus Lease represented an impairment indicator. As a result, management performed a recoverability test, which resulted in the Company recognizing a loss from impairment of $29.8 million related to the sublease asset group in the three and nine months ended September 26, 2026. We also recognized accelerated rent expense of $20.8 million in the three and nine months ended September 26, 2026 in connection with a partial lease termination in the third quarter of 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.

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

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.

Under the Fifth Amendment to Lease, we agreed to surrender the Surrendered Premises to the Landlord and to complete specified repair, restoration and removal work by August 31, 2026 (except for certain exterior items, which must be completed by April 30, 2027). We did not complete the work by that date, and the work is currently ongoing. On September 18, 2026, the Landlord delivered a notice asserting that we had not surrendered possession of the Surrendered Premises or completed the required work. Under the Fifth Amendment to Lease, we may be liable for damages owed by the Landlord to the New Tenant that result directly from any failure by us to timely perform. The Landlord has asserted that the New Tenant’s lease provides for rent abatement beginning as early as September 1, 2026 and a right for the New Tenant to terminate its lease as early as December 1, 2026, in each case if we fail to timely perform. Any such liability will depend on, among other things, the duration of any delay, its actual effect on the commencement or completion of the New Tenant’s improvements and whether the New Tenant exercises any termination right. In addition, if a default occurs under the Campus Lease, following receipt of written notice and the passing of all applicable cure periods, the Landlord could pursue other rights and remedies, which could include terminating the Campus Lease and seeking to recover all or a substantial portion of the rent and other amounts remaining payable over its term.

The Campus Lease is also a specified contract under the Loan and Security Agreement, and a material default under the Campus Lease could, following notice and the expiration of any applicable grace period, result in an event of default under the Loan and Security Agreement. If an event of default occurs, the lenders could declare all amounts outstanding under the Loan and Security Agreement immediately due and payable and exercise their remedies against the collateral, which includes substantially all of our assets. Any such acceleration could, in turn, result in our other indebtedness, including the 2030 Notes, becoming immediately payable in full, and we may not have sufficient funds to repay that indebtedness, which could cause us to become insolvent or enter bankruptcy proceedings.

If the Campus Lease were terminated and we were required to vacate the Remaining Premises, we would be unable to continue producing certain of our products, including Beyond Steak Filet, at the Campus Headquarters, which would result in lost sales, an inability to fulfill customer orders and harm to our customer relationships unless and until we were able to establish alternative production capacity. Any such termination would also require us to incur relocation and other costs and would reduce or eliminate the sublease income we receive from the Subtenant, any of which could materially adversely affect our business, financial condition and results of operations.

Any of these events could increase or accelerate our cash requirements and materially adversely affect our liquidity. We cannot assure you that the specified repair, restoration and removal work with respect to the Surrendered Premises will be completed, or that the Surrendered Premises will be delivered in the required condition, by any particular date, that the Landlord will not assert a default or pursue other remedies, or that these matters will not result in disputes or litigation, material liability or diversion of management attention, any of which could materially adversely affect our business, financial condition and results of operations. See Note

6, Leases, to the Notes to Unaudited Condensed Consolidated Financial Statements and Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Outlook, included elsewhere in this report.

Risks Related to Regulatory and Legal Compliance Matters, Litigation and Legal Proceedings

Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the FDA or U.S. Department of Agriculture (the “USDA”), state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” or other similar words in connection with plant-based meat products could adversely affect our business, prospects, results of operations or financial condition.

The FDA and the USDA, state regulators or similar foreign regulatory authorities, such as Health Canada or the CFIA, or authorities of the U.K., the EU or the EU member states, or China, including the State Administration for Market Regulation and its local counterpart agencies, could take action to impact our ability to use the term “meat” or similar words (such as “beef,” “burger” or “sausage,” including the Beyond Meat logo of the Caped Longhorn superhero) to describe or advertise our products. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state authorities or other regulators could interpret the use of the term “meat” or any similar phrase(s) to describe our plant-based meat products as false or misleading or likely to create an erroneous impression regarding their composition.

For example, the state of Missouri prohibits any person engaged in advertising, offering for sale, or sale of food products from misrepresenting a product as meat that is not derived from harvested production livestock or poultry. The state of Missouri Department of Agriculture has clarified its interpretation that products which include prominent disclosure that the product is “made from plants,” or comparable disclosure such as through the use of the phrase “plant-based,” are not misrepresented under the Missouri law. Additional states, including Arkansas, Georgia, Mississippi, Louisiana, Oklahoma, South Dakota, Texas, Virginia, and Wyoming, have subsequently passed similar laws, and legislation that would impose specific requirements on the naming of plant-based meat products has been introduced, but not enacted, in other states. The United States Congress considered (but did not pass) federal legislation, called the Real MEAT Act, that could require changes to our product labeling and marketing, including identifying products as “imitation” meat products, and that would give USDA certain oversight over the labeling of plant-based meat products. If similar bills gain traction and ultimately become law, we could be required to identify our products as “imitation” on our product labels. Further, the FDA recently issued draft guidance on naming plant-based meat alternatives that could impact our naming conventions on various products; while not binding, the guidance, when finalized, will reflect the FDA’s current thinking and expectations. Canadian Food and Drug Regulations also provide requirements for “simulated meat” products, including requirements around composition and naming.

In Europe, the Agriculture Committee of the European Parliament proposed in May 2019 to reserve the use of “meat” and meat-related terms and names for products that are manufactured from the edible parts of animals. In October 2020, the European Parliament rejected the adoption of this provision. In the absence of European Union legislation, it was unclear whether member states remained free to establish national restrictions on meat-related names. In June 2020, France adopted a law prohibiting names to indicate foodstuffs of animal origin to describe, market or promote foodstuffs containing vegetable proteins. In October 2021, France published a draft implementing decree (the “Contested Decree”) to define, for example, the sanctions in case of non-compliance with the new law, and the Contested Decree went into effect in 2022. At the time, we took the view that the Contested Decree did not comply with the laws of the EU, in particular the principle of free movement of goods. In July 2022, at the request of a trade association, the French High Administrative Court partially suspended the execution of the Contested Decree. We filed an application for annulment against the Contested Decree and intervened in favor of the trade association in their pending case against the Contested Decree. Several plant-based companies filed voluntary intervention in support of our case on April 20, 2023. On July 12, 2023, the French High Administrative Court decided to refer the case to the CJEU. The CJEU was asked to decide on the lawfulness of the Contested Decree banning “meaty” names for plant-based protein under EU law. The procedure before the CJEU started on August 22, 2023, and we filed its submission on

October 31, 2023. On January 15, 2024, the CJEU closed the written procedure. The period to request an oral hearing closed on February 5, 2024.

In parallel to the litigation before the CJEU against the Contested Decree, on August 23, 2023, France published a proposal for a new decree replacing the Contested Decree (the “New Decree”). The New Decree removed some of the Contested Decree’s most open-ended language, but essentially maintained the prohibition on meaty names for plant-based proteins. The New Decree was subject to administrative review procedure by the European Commission (the EU’s executive body) and the EU member states other than France. The six-months standstill period under that procedure ended on February 23, 2024. We supported plant-based protein trade associations against the New Decree. On February 26, 2024, the New Decree was adopted. However, on April 10, 2024, the French High Administrative Court decided once again to postpone the applicability of the New Decree. The interim relief judge noted that there were serious doubts as to whether such national measures could be adopted based on EU law, which had already prompted the CJEU litigation.

In this context, on March 1, 2024, the CJEU requested the French High Administrative Court to provide its view on the impact of the adoption of the New Decree on the litigation against the Contested Decree, and whether it should be declared moot or it should be allowed to proceed. On March 14, 2024, the French High Administrative Court responded to the CJEU's request for information asking it to rule in the proceedings. On April 15, 2024, the CJEU decided that the litigation against the Contested Decree would proceed, and that an oral hearing was not necessary. On October 4, 2024, the CJEU rendered its judgment.

The judgment of the CJEU determined that the manner in which the Contested Decree seeks to ban meat names for plant-based foods is unlawful under EU law. It sets a precedent on the extent to which EU member states may regulate the naming of plant-based foods at the national level in the absence of harmonization at the EU level. In its judgment, the CJEU also ruled that “meat” is defined under EU law as “edible parts of certain animals.” We are taking the view that the CJEU’s interpretation only affects the use of the term in the sales denomination on the label and not the use of the term in marketing and advertising materials. Following the CJEU’s judgment, the case was referred to the French High Administrative Court, which, on January 28, 2025, annulled the Contested Decree and the New Decree. Beyond Meat has been reimbursed by the French State for legal costs incurred in challenging the Contested Decree, for a total of 3,000 euros.

France was the first EU member state to adopt such a law, but others followed. On December 16, 2023, an Italian law prohibiting names to indicate foodstuffs of animal origin to describe, market or promote foodstuffs containing vegetable proteins (“Italian Law”) entered into force. The Italian Law requires the Ministry of Agriculture to adopt a decree with the names that may not be used to describe plant-based products by February 16, 2024. However, on January 29, 2024, the European Commission issued a formal letter informing the Italian government that the Italian Law was adopted in violation of EU law, and is thus not applicable or enforceable. On February 28, 2024, the Italian Minister for Agriculture confirmed that the adoption of an implementing decree is currently suspended. We are not aware of any steps taken by the Italian government to adopt the implementing decree, nor have the authorities attempted to enforce the Italian Law. The judgment of the CJEU concerning the French ban will likely affect the approach taken by Italy in the future.

Separately, on December 5, 2023, Poland published a draft decree banning the use of meaty names to designate plant-based products. In June 2024, a Polish association of breeders requested that the Ministry of Agriculture advance the decree and regulate the use of meaty names. However, no further legislative steps have been taken with respect to the draft decree since March 2024. The judgment of the CJEU concerning the French ban will likely affect the approach taken by Poland in the future.

The CJEU judgment has provided clarification on the ability of EU member states to adopt national legislation with respect to sales denominations for plant-based products in the absence of harmonization at the EU level. EU member states may reflect on the CJEU judgment and take a position on whether to adopt national measures. Such measures could affect our ability to use certain terms for our plant-based products in the future. Moreover, in light of the CJEU judgment, EU member state regulatory authorities may take action with respect to the use of the term “meat” or similar terms in advertising materials and other labeling (beyond the sales denomination), such that we are unable to use those terms with respect to our plant-based products, we could be subject to enforcement action or recall of our products marketed with these terms, we may be required to modify our marketing strategy, or required to identify our products as “imitation” in our product labels, and our business, prospects, results of operations or financial condition could be adversely affected.

For instance, the Belgian Inspectorate of the Ministry of Economy has taken the view that the Belgian Royal Decree of March 8, 1985 on the manufacture and trade of fresh minced meat restricts certain denominations to meat-based products. Belgian authorities have initiated proceedings against a retailer in Belgium selling Beyond Meat products, challenging the use of terms such as “gehakt” (“mince”) and “burger” for plant-based alternatives. In March 2025, the case was under review by the Belgian Food Safety Agency. To date, no further procedural steps or decisions have been communicated by the competent authorities. While we believe we have a defendable position, as the Royal Decree does not specifically reserve these terms for meat-based products, we are monitoring the situation closely to assess any potential impact on product labeling and marketing.

Moreover, the Netherlands Food and Consumer Product Safety Authority sent the New Plant a warning letter indicating that the use of the term “gehakt” (“mince”) contravened the Dutch Commodities Act on Meat, Minced Meat and Meat Products. While we believe we have a defendable position, we have chosen to amend our labelling voluntarily going forward.

On July 16, 2025, the European Commission published a Proposal for a Regulation to amend Annex VII of Regulation (EU) No 1308/2013, which governs the common organization of the markets in agricultural products. The Proposal aims to introduce a new Part Ia to Annex VII, titled “Meat and Meat Product Designations”, defining “meat” as the “edible parts of an animal” and restricting the use of “meat products” along with several related terms exclusively to products derived from meat of animal origin. Under the current draft, these restrictions would apply not only to the name of the product but also at “all stages of marketing”. On June 10, 2026, the rapporteur for the European Parliament’s Committee on Agriculture and Rural Development published a draft report recommending the deletion of the proposed Part Ia, following the adoption of meat-designation rules through the separate legislative process described below. In July 2026, amendments were tabled to reinstate the meat designation provisions and to extend the restrictions to additional terms not reserved under Regulation (EU) 2026/1739, including “burger” and “sausage.” The legislative debate remains ongoing.

In October 2025, the European Parliament adopted a more restrictive amendment that introduces similar restrictions on the use of “meaty” names, but through a separate legislative proposal that is further along in the legislative process than the Commission’s Proposal of July 2025. Following the Parliament’s vote, the European Commission, the European Parliament, and the Council of the European Union entered informal trilogue negotiations to agree on a common text. On March 5, 2026, the EU Institutions reached a provisional political agreement on a draft text that would reserve a list of approximately 31 terms, including “meat,” “chicken,” “steak,” and “bacon” for products of animal origin. Conversely, certain terms such as “burger” and “sausage” were not included among the reserved terms. On July 29, 2026, the Regulation was published in the Official Journal of the European Union as Regulation (EU) 2026/1739 of the European Parliament and of the Council of 8 July 2026 amending Regulations (EU) No 1308/2013, (EU) 2021/2115 and (EU) 2021/2116 as regards the strengthening of the position of farmers in the food supply chain. Regulation (EU) 2026/1739 entered into force on August 18, 2026. The provisions concerning meat designations will apply from August 19, 2029, and non-compliant products that have been produced in or imported into the Union before the date of application of the designation rules may continue to be placed on the market until stocks of those products are exhausted or until August 19, 2032, whichever is the earlier.

Developments have also occurred outside the EU. On May 2, 2025, the Swiss Federal Supreme Court upheld the appeal brought by the Federal Department of Home Affairs concerning the use of certain meaty names for plant-based alternatives. According to the publicly available outcome and core reasoning, the court ruled that the use of the term “chicken” (“poulet”) for a plant-based product that does not contain any meat is misleading and, therefore, prohibited under Swiss law. In doing so, the court seems to confirm the position of the Federal Food Safety and Veterinary Office, as previously outlined in Information Letter 2020/3.1, which also prohibited the use of certain animal species names for plant-based products.

Further, South Africa recently adopted Regulations relating to Meat Analogues, which also impose restrictions on the use of certain terms for plant-based products.

Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the FDA, state regulators or similar foreign regulatory authorities that relate to the marketing or sale of “ultraprocessed” foods or ingredients could adversely affect our business, prospects, results of operations or financial condition.

The FDA, state regulators or similar foreign regulatory authorities, could take action regarding “ultraprocessed” foods or ingredients that could impact our ability to sell or market our products. For example, FDA has indicated that it intends to define the term “ultraprocessed food” and is considering imposing certain labeling requirements or restrictions for such foods. If our products fell within FDA’s definition, the products could be impacted by any such requirements or restrictions, which could affect our labeling and/or marketing.

In addition, on October 8, 2025, California Governor Newsom signed AB 1264 into law. The law will begin phasing out ultra-processed foods (UPFs) of concern from California schools by July 1, 2029. By July 1, 2032, vendors will be prohibited from offering “UPFs of concern” to California schools. The law does not define “UPFs of concern” – California is undertaking rulemaking to define that subcategory. However, the law does define “UPFs” to mean foods that “contain surface-active agents; stabilizers or thickeners; propellants, aerating agents, or gases; colors or coloring adjuncts; emulsifiers or emulsifier salts; flavoring agents or adjuvants; flavor enhancers; OR nonnutritive sweeteners, as each term is defined in 21 C.F.R. § 170.3(o), excluding salt or sodium chloride; spices or other natural seasonings or flavorings, as listed in 21 C.F.R. § 182.10; and natural color additives, as listed in 21 C.F.R Part 73” AND “contains either: (a) 10% or greater of its total energy from saturated fat, 10% or greater of its total energy from added sugars, OR a ratio of milligrams of sodium to calories that is equal to or greater than 1:1; OR (b) nonnutritive sweeteners OR d-sorbitol, erythritol, hydrogenated starch hydrolysates, sucralose, isomalt, lactitol, luo han fruit concentrate, maltitol, steviol glycosides, thaumatin, OR xylitol.” Depending on California’s implementation of AB 1264, our products could be impacted by future requirements in California, and could also be impacted by other state laws relating to UPFs.

General Risk Factors

We may not be able to maintain compliance with Nasdaq’s continued listing requirements, and a delisting of our common stock would adversely affect its market value and liquidity, could impair our ability to raise capital, and would require us to offer to repurchase our outstanding Notes.

On March 4, 2026, we received a deficiency notice from the Nasdaq Listing Qualifications Department notifying us that, for the prior 30 consecutive business days, the closing bid price for our common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). On August 11, 2026, our board of directors selected a 1-for-30 ratio for the reverse stock split of our common stock, previously approved by our stockholders, and the reverse stock split became effective at 11:59 p.m. Eastern Time on August 13, 2026, to help us regain compliance with the Minimum Bid Price Requirement.

On August 28, 2026, we received a letter from Nasdaq that, for the 10 consecutive business days from August 14, 2026 to August 27, 2026, the closing bid price of our common stock had been at $1.00 per share or greater. Accordingly, we have regained compliance with Nasdaq Listing Rule 5450(a)(1), and Nasdaq considers the prior Minimum Bid Price Requirement deficiency matter now closed.

Although we have regained compliance with the Minimum Bid Price Requirement, there can be no assurance that we will be able to maintain compliance with Nasdaq requirements in the future. If, in the future, we fail to satisfy the continued listing requirements of Nasdaq, such as the Minimum Bid Price Requirement,

Nasdaq may take steps to delist our shares of common stock. In particular, in the event that our common stock becomes subject to a deficiency under the Minimum Bid Price Requirement within one year following our August 2026 reverse stock split, we would not be eligible for the customary 180-day compliance period, and Nasdaq would issue a Staff Delisting Determination, subject to our right to request a hearing before a Nasdaq Hearings Panel.

Delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities. In addition, a delisting of our common stock would constitute a “fundamental change” under the indentures governing the Notes, which would require us to offer to repurchase all of the outstanding Notes for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, and may require us to increase the conversion rate of the 2030 Notes. We may not have sufficient cash to fund any such repurchase, and our failure to do so would constitute an event of default under the indentures and could result in a cross-default under the Loan and Security Agreement.

In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our shares of common stock to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our shares of common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

The market price and trading volume of our shares of common stock have experienced, and may continue to experience, significant volatility. Future increases or decreases in the market price of our common stock may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our shares of common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business.