# BEYOND MEAT, INC. (BYND) Informational only - not investment advice. CIK: 0001655210 SIC: 2000 Food and Kindred Products SIC breadcrumb: [Manufacturing](/division/D/) > [Food And Kindred Products](/major-group/20/) > [SIC 2000 Food and Kindred Products](/industry/2000/) Latest 10-K filed: 2026-04-09 SEC page: https://www.sec.gov/edgar/browse/?CIK=1655210 Filing source: https://www.sec.gov/Archives/edgar/data/1655210/000165521026000022/bynd-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 275496000 | USD | 2025 | 2026-04-09 | | Net income | 219024000 | USD | 2025 | 2026-04-09 | | Assets | 614747000 | USD | 2025 | 2026-04-09 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-09. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001655210.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 32,581,000 | 87,934,000 | 297,897,000 | 406,785,000 | 464,700,000 | 418,933,000 | 343,376,000 | 326,452,000 | 275,496,000 | | Net income | | -30,384,000 | -29,886,000 | -12,443,000 | -52,752,000 | -182,105,000 | -366,137,000 | -338,144,000 | -160,278,000 | 219,024,000 | | Operating income | | -28,565,000 | -27,989,000 | -489,000 | -49,345,000 | -174,933,000 | -342,771,000 | -341,898,000 | -156,124,000 | -333,621,000 | | Gross profit | | -2,191,000 | 17,574,000 | 99,756,000 | 122,275,000 | 117,281,000 | -23,743,000 | -82,655,000 | 41,699,000 | 7,646,000 | | Diluted EPS | | | | -0.29 | -0.85 | -2.88 | -5.75 | -5.26 | -2.43 | -1.83 | | Operating cash flow | | -25,273,000 | -37,721,000 | -46,995,000 | -39,995,000 | -301,370,000 | -320,244,000 | -107,825,000 | -98,813,000 | -144,931,000 | | Capital expenditures | | 7,908,000 | 22,228,000 | 23,795,000 | 57,696,000 | 135,961,000 | 70,475,000 | 10,564,000 | 11,015,000 | 12,308,000 | | Assets | | | 133,749,000 | 451,923,000 | 468,006,000 | 1,379,399,000 | 1,062,224,000 | 774,450,000 | 678,146,000 | 614,747,000 | | Stockholders' equity | -66,573,000 | -95,913,000 | -121,750,000 | 384,090,000 | 367,097,000 | 132,495,000 | -203,548,000 | -513,368,000 | -601,208,000 | -997,000 | | Cash and cash equivalents | | | 54,271,000 | 275,988,000 | 159,127,000 | 733,294,000 | 309,922,000 | 190,505,000 | 131,913,000 | 203,890,000 | | Free cash flow | | -33,181,000 | -59,949,000 | -70,790,000 | -97,691,000 | -437,331,000 | -390,719,000 | -118,389,000 | -109,828,000 | -157,239,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | -93.26% | -33.99% | -4.18% | -12.97% | -39.19% | -87.40% | -98.48% | -49.10% | 79.50% | | Operating margin | | -87.67% | -31.83% | -0.16% | -12.13% | -37.64% | -81.82% | -99.57% | -47.82% | -121.10% | | Return on assets | | | -22.34% | -2.75% | -11.27% | -13.20% | -34.47% | -43.66% | -23.63% | 35.63% | | Current ratio | | | 4.09 | 8.46 | 3.73 | 11.17 | 8.00 | 5.01 | 4.66 | 4.56 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001655210.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-07-02 | | | -1.53 | reported discrete quarter | | 2022-Q3 | 2022-10-01 | | | -1.60 | reported discrete quarter | | 2023-Q1 | 2023-04-01 | | | -0.92 | reported discrete quarter | | 2023-Q2 | 2023-04-01 | | -59,037,000 | | reported discrete quarter | | 2023-Q2 | 2023-07-01 | 102,149,000 | | -0.83 | reported discrete quarter | | 2023-Q3 | 2023-07-01 | | -53,505,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 75,312,000 | | -1.09 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 73,679,000 | -155,110,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-30 | 75,603,000 | -54,361,000 | -0.84 | reported discrete quarter | | 2024-Q2 | 2024-03-30 | | -54,361,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-29 | 93,185,000 | | -0.53 | reported discrete quarter | | 2024-Q3 | 2024-06-29 | | -34,479,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-28 | 81,006,000 | | -0.41 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 76,658,000 | -44,862,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-29 | 68,731,000 | -52,916,000 | -0.69 | reported discrete quarter | | 2025-Q2 | 2025-03-29 | | -52,916,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-28 | 74,958,000 | | -0.38 | reported discrete quarter | | 2025-Q3 | 2025-06-28 | | -29,242,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-27 | 70,218,000 | | -1.44 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 61,589,000 | 411,870,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-28 | 58,206,000 | -28,482,000 | -0.06 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1655210/000165521026000037/bynd-20260328.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-07 Report date: 2026-03-28 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 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 months ended March 28, 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. Overview Beyond Meat is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats and other innovative plant-based food and beverage products. We seek to deliver the power of plants to consumers through our plant-based meat products, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating our plant-based meat products, and adjacent products that deliver taste and macronutrients from plants and plant-based ingredients. Our brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare. We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry. As of March 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 exclusively through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025. 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 48 can position ourselves as the go-to provider of healthy and desirable plant-based meats and other plant-based protein products. 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. 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. Net revenues decreased to $58.2 million in the three months ended March 28, 2026 from $68.7 million in the three months ended March 29, 2025, representing a 15.3% decrease. We have a history of losses and negative cash flows from operating activities. Net loss in the three months ended March 28, 2026 and March 29, 2025 was $28.5 million and $61.1 million, 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 March 28, 2026 and March 29, 2025 was $41.1 million and $64.4 million, respectively. In the three months ended March 28, 2026 and March 29, 2025, we incurred negative cash flows from operating activities of $5.0 million and $26.1 million, respectively. 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 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, 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. •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; •continued weak demand and its resultant impact on our sales due to slower category growth, particularly for refrigerated plant-based meat; •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 49 economic uncertainty and instability, the conflict in the Middle East, and its impact on the surrounding areas and global economy, a potential recession, the shutdown 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; •unfavorable changes in consumers’ perceptions about the health attributes of plant-based meats, including our products, and increased competitive activity; •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; •the impact of the plant-based meat sector’s premium pricing relative to animal protein, which has caused and could continue to cause consumers to avoid plant-based meat or trade down into cheaper forms of protein, including animal meat, beans and other non-animal meat protein sources; •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, 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; •changes in forecasted demand, including for our core products—namely Beyond Burger, Beyond Beef, Beyond Chicken, Beyond Steak and Beyond Sausage—and others; •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; •changes in our pricing strategy, including actions intended to improve our price competitiveness relative to competing products or to improve profitability, such as price increases of certain of our products in our U.S. retail and foodservice channels that we implemented in 2024; •increased cost of goods sold per pound due to input cost inflation, including higher transportation, storage, raw materials, energy, labor and supply chain costs; •potential disruption to our supply chain generally caused by distribution and other logistical issues, including the impact of cyber incidents at suppliers and vendors; and •labor needs at the Company as well as in the supply chain and at customers. Cost-Reduction Initiatives and Global Operations Review 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 [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 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, and Note Regarding Forward-Looking Statements included elsewhere in this report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this report. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Overview Beyond Meat is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats and other innovative plant-based food and beverage products. We seek to deliver the power of plants to consumers through our plant-based meat products, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating our plant-based meat products, and adjacent products that deliver taste and macronutrients from plants and plant-based ingredients. Our brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare. We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry. As of December 2025, 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 exclusively through our Beyond Test Kitchen DTC channel, which we launched in the fourth quarter of 2025. 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, discussed in more detail below, 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 release. 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. With the completion of the Exchange Offer in October 2025, we have also restructured our debt, and we are continuing to impose operating discipline throughout our company. 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 products. Net revenues decreased to $275.5 million in 2025 from $326.5 million in 2024, representing a 15.6% decrease. We have a history of losses and negative cash flows from operating activities. We have experienced 74 net losses in almost every period since our inception. Although we recorded net income of $219.0 million in 2025, primarily driven by the gain on debt restructuring, net of exchange fees, of $548.7 million resulting from the Exchange Offer, we incurred loss from operations of $333.6 million in 2025 (compared to loss from operations of $156.1 million and $341.9 million, in 2024 and 2023, respectively) and net losses of $160.3 million and $338.1 million in 2024 and 2023, 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. In 2025, 2024 and 2023, we incurred negative cash flows from operating activities of $144.9 million, $98.8 million and $107.8 million, respectively. 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 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 escalating armed conflict in the Middle East involving the United States, Israel and 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 uncertain 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. •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; •continued weak demand and its resultant impact on our sales due to slower category growth, particularly for refrigerated plant-based meat; •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 escalating armed conflict in the Middle East involving the United States, Israel and Iran, and its impact on the surrounding areas and global economy, a potential recession, the shutdown 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; •unfavorable changes in consumers’ perceptions about the health attributes of plant-based meats, including our products, and increased competitive activity; •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; •the impact of the plant-based meat sector’s premium pricing relative to animal protein, which has caused and could continue to cause consumers to avoid plant-based meat or trade down into cheaper forms of protein, including animal meat, beans and other non-animal meat protein sources; •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, underutilization fees, termination fees and other costs to exit certain supply chain 75 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; •changes in forecasted demand, including for our core products—namely Beyond Burger, Beyond Beef, Beyond Chicken, Beyond Steak and Beyond Sausage—and others; •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; •changes in our pricing strategy, including actions intended to improve our price competitiveness relative to competing products or to improve profitability, such as price increases of certain of our products in our U.S. retail and foodservice channels that we implemented in 2024; •increased cost of goods sold per pound due to input cost inflation, including higher transportation, storage, raw materials, energy, labor and supply chain costs; •potential disruption to our supply chain generally caused by distribution and other logistical issues, including the impact of cyber incidents at suppliers and vendors; and •labor needs at the Company as well as in the supply chain and at customers. Cost-Reduction Initiatives and Global Operations Review 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. 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; 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. As part of this review, on November 1, 2023, our board of directors approved a plan to reduce our workforce by approximately 65 employees, representing approximately 19% of our global non-production workforce (or approximately 8% of our total global workforce) (the “November 2023 RIF”). This decision was based on cost-reduction initiatives intended to reduce operating expenses. In 2023, we incurred one-time cash charges of approximately $1.8 million in connection with the November 2023 RIF, primarily consisting of notice period and severance payments, employee benefits and related costs. These charges were incurred in the fourth quarter of 2023, and the November 2023 RIF was substantially complete by the end of 2023. On February 24, 2025, our board of directors approved a plan to reduce our workforce in North America and the EU by approximately 44 employees, representing approximately 17% of our global non-production workforce (or approximately 6% of our total global workforce) (the “February 2025 RIF”). The decision was based on cost-reduction initiatives intended to reduce operating expenses. In 2025, we recorded one-time cash 76 charges of approximately $1.2 million in connection with the 2025 February RIF, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees and contract termination costs. The February 2025 RIF was substantially complete as of the end of the third quarter of 2025. In addition, as part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our operational activities in China, which ceased as of the end of 2025. As part of this plan, we reduced our workforce in China by approximately 20 employees, representing approximately 95% of our China workforce (or approximately 3% of our total global workforce) (the “China RIF”). The decision to suspend our operational activities in China was based on cost-reduction initiatives intended to reduce operating expenses. In 2025, we recorded one-time cash charges of approximately $0.4 million in connection with the China RIF, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees, and contract termination costs. The China RIF was substantially complete as of the end of the third quarter of 2025. In addition, as a result of our decision to suspend our operational activities in China, we have recorded $6.4 million in accelerated depreciation related to the reassessment of useful lives of certain assets in the year ended December 31, 2025. Furthermore, for the year ending December 31, 2026, we expect to record approximately $2.2 million in accelerated depreciation for our remaining leasehold improvement assets in China. The calculation of the charges we estimate are subject to uncertainties and based on a number of assumptions, including applicable legal requirements and asset disposition plans; the actual charges incurred may differ from the estimates disclosed above. On August 6, 2025, management approved a plan to reduce our workforce in North America by approximately 40 employees, representing approximately 5% of our total global workforce (the “August 2025 RIF”). This decision was based on cost-reduction initiatives intended to reduce cost of goods sold and operating expenses. In 2025, we recorded one-time cash charges of approximately $1.1 million in connection with the August 2025 RIF, primarily consisting of severance payments, employee benefits and related costs, in all cases, provided to departing employees. In aggregate, the August 2025 RIF is expected to result in approximately $5.0 million to $6.0 million in cash compensation expense savings, and an additional approximately $0.5 million to $1.0 million in non-cash savings related to previously granted, unvested stock-based compensation that would have been earned over the twelve months following the August 2025 RIF. The August 2025 RIF was substantially complete as of the end of the third quarter of 2025. In the fourth quarter of 2025, through our Transformation Office led by our interim Chief Transformation Officer, we accelerated the work of our Global Operations Review and implemented further actions intended to, among other things, position the business for a more fundamental resizing of operating expenses, drive margin recovery, including through targeted investments in our facilities and supply chain cost-reductions, reduce inventory and associated carrying costs through SKU rationalization and the discontinuation of certain product lines, and preserve cash and monetize non-strategic or idle assets. In connection with these actions, in the fourth quarter of 2025, we recorded an incremental provision for excess and obsolete inventory in the amount of $2.4 million as a result of SKU rationalization and the decision to discontinue certain product lines. In addition, we identified certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations and recorded these assets at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $45.6 million in loss on write-down of assets held for sale recorded in operating expenses in the fourth quarter of 2025. In addition, as a result of management finalizing its decision to cease our operations in China indefinitely, we also completed an evaluation of our property, plant and equipment in China. Upon valuation of these assets by a third party, assets that were determined to be not salable were fully depreciated, while assets that were determined salable were recorded at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $1.5 million in accelerated depreciation recorded in cost of goods sold and $3.4 million in loss on write-down of assets held for 77 sale recorded in operating expenses in the fourth quarter of 2025. Furthermore, for the year ending December 31, 2026, we expect to record approximately $2.2 million in accelerated depreciation for our remaining leasehold improvement assets in China unrelated to the assets held for sale noted above. See Note 7, Property, Plant and Equipment, to the Notes to Consolidated Financial Statements included elsewhere in this report. Total loss on write-down of assets held for sale recorded in operating expenses in the year ended December 31, 2025 was $49.0 million. As of December 31, 2025 and 2024, we had $9.4 million and $1.9 million, respectively, in Assets held for sale in our consolidated balance sheet. We expect these assets held for sale will be sold within one year. The following table summarizes the non-cash charges recorded in our consolidated statement of operations in 2025 as a result of the cessation of our operational activities in China: (in thousands) 2025 Cost of goods sold: Inventory write-offs $ 260  Accelerated depreciation 5,575  Research and development expenses: Accelerated depreciation 915  SG&A expenses: Loss on write-down and write-off of assets 3,712  Total $ 10,462  The following table summarizes the non-cash charges recorded in our consolidated statement of operations in 2025 as part of our Global Operations Review. (in thousands) 2025 Non-cash charges recorded in cost of goods sold: Incremental excess and obsolescence provision arising from strategic decisions(1) $ 6,672 Expenses related to cessation of operational activities in China 5,835 Total non-cash charges recorded in cost of goods sold $ 12,507 Non-cash charges recorded in operating expenses: Loss on write-down of assets held for sale(2) $ 48,987 Expenses related to cessation of operational activities in China 1,272 Total non-cash charges recorded in operating expenses 50,259 Total $ 62,766 _________ (1) Includes an incremental provision for excess and obsolete inventory recorded in the fourth quarter of 2025 in the amount of $2.4 million as a result of SKU rationalization and the decision to discontinue certain product lines. (2) Includes $45.6 million in loss on write-down of assets held for sale relating to certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations and $3.4 million in loss on write-down of assets held for sale in connection with the cessation of our operational activities in China. We may not be able to fully realize the cost savings and benefits initially anticipated from our cost-reduction initiatives and Global Operations Review, and the realized costs may be greater than expected. See Part I, Item 1A, Risk Factors—Risks Related to Our Business—Our strategic initiatives to optimize our operations and product portfolio and improve our cost structure could have long-term adverse effects on our business, and we may not realize the operational or financial benefits from such actions, including achieving and/or sustaining our profitability, cash flow and financial performance objectives. 78 Impairment of Long-Lived Assets In the three months ended September 27, 2025, the following triggering events indicated that the carrying amount of our long-lived assets may not be fully recoverable: •lower than expected performance in the third quarter of 2025; •a sustained decline in our stock price, resulting in a decrease in market capitalization; and •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. We performed a quantitative assessment in accordance with ASC 360 and concluded that an impairment of our long-lived assets existed as of September 27, 2025. As a result of this assessment, we recorded an impairment loss of $51.3 million (as corrected; see Item 9B, Other Information, included elsewhere in this report) related to our 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 impairment loss is included in Loss from impairment of long-lived assets in our 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. See Note 2, Summary of Significant Accounting Polices—Impairment of Long-Lived Assets, and Note 8, Impairment of Long-Lived Assets, to the Notes to Consolidated Financial Statements included elsewhere in this report. Correction of Previously Issued Interim Condensed Consolidated Financial Statements In the process of completing its fourth quarter and year-end 2025 financial close procedures, and in addition to the previously identified material weakness disclosed in the quarterly report on Form 10-Q for the quarter ended September 27, 2025, the Company determined that a material weakness in internal control over financial reporting existed as of December 31, 2025, related to controls associated with the accounting for its inventory provision, including amounts recorded for the provision for excess and obsolete inventory. See Item 9A, Control and Procedures, included elsewhere in this report. As part of its fourth quarter and year-end financial close procedures, and in reviewing the impact of the identified material weaknesses on the Company’s financial statements, the Company identified certain errors related to its previously issued interim condensed consolidated financial statements for 2025. Specifically, for the first three quarters of 2025, the errors resulted in an understatement of cost of goods sold and certain selling, general and administrative expenses, and an overstatement of loss from impairment of long-lived assets in the third quarter of 2025. Management believes that the errors are immaterial to the previously issued quarterly condensed consolidated financial statements for the first three quarters of 2025. See Part II, Item 9B, Other Information, included elsewhere in this report. Components of Our Results of Operations and Trends and Other Factors Affecting Our Business Net Revenues 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 exclusively 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. 79 We present our net revenues by geography and distribution channel as follows: Distribution Channel Description U.S. Retail Net revenues from retail sales to the U.S. market (including direct-to-consumer sales) and, sales to TPP (as defined below)(1)(2) U.S. Foodservice Net revenues from restaurant and foodservice sales to the U.S. market International Retail Net revenues from retail sales to international markets, including Canada International Foodservice Net revenues from restaurant and foodservice sales to international markets, including Canada _____________ (1)Net revenues associated with Beyond Meat Jerky sold to the Planet Partnership, LLC (“TPP”) in the years ended December 31, 2025, 2024 and 2023 were $0, $0 and $5.3 million, respectively. As part of our Global Operations Review, in 2023, we made the decision to discontinue the Beyond Meat Jerky product line and discontinued it in 2024. (2)Includes net revenues from ingredient sales. Net revenues from ingredient sales in the years ended December 31, 2025, 2024 and 2023, were $0.4 million, $2.4 million and $0.8 million, respectively. 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: •the level of penetration across our retail channel, including mainstream grocery, mass merchandiser, club store and natural retailer channels, and our foodservice channel, including the desire by colleges and schools, foodservice establishments, including large Full Service Restaurant and/or global QSR customers, to add plant-based products to their menus and to highlight and retain these offerings; •the timing and success of our efforts to expand distribution channels, including our direct-to-consumer (DTC) channel, 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 channels; •the strength and breadth of our partnerships with global QSR restaurants and retail and foodservice customers; •the success of our pivot to focus on sustainable long-term growth, including focusing on near-term retail and foodservice growth drivers while supporting key strategic long-term partners and opportunities, and intensifying focus on channels and geographies that are exhibiting revenue growth; •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 direct-to-consumer (DTC) sales efforts, including through our Beyond Test Kitchen platform, and promotional programs at attracting new users to the plant-based meat category; •international sales of our products across geographies, markets and channels as we seek to expand the breadth and depth of our international distribution and grow our numbers of international customers; •our operational effectiveness and ability to fulfill orders in full and on time; •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 intrinsics and compelling macronutrients; •enhanced marketing efforts and the success thereof, as we continue to build our brand, use our portfolio and marketing to directly counter misinformation about our products and the plant-based meat 80 category, amplify our value proposition around taste, health and planet, serve as a best-in-class partner to both retail and foodservice customers to support product development and category management, and drive consumer adoption of our products; •investment in in-store execution and field resources focused on shelf availability, in-store presence and merchandising, including building out concentrated brand blocks and targeted promotions to drive increased sales; •overall market trends, including consumer awareness and demand for nutritious, convenient and high protein plant-based foods; and •localized production and third-party partnerships to improve our cost of production and increase the availability, accessibility and speed with which we can get our products to customers internationally. As we seek to stabilize and grow our net revenues, we continue to face several challenges, 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 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 escalating armed conflict in the Middle East involving the United States, Israel and 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. 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 $6.2 million and $6.8 million as of December 31, 2025 and 2024, 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, especially as additional plant-based meat product brands continue to enter the marketplace and the competitive landscape continues to evolve, including due to industry consolidation or realignment, and if consumers continue to trade down into cheaper forms of protein, including animal meat, beans 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. In addition, because we do not have any purchase commitments from our distributors or customers, the amount of net revenues we recognize has varied and will vary in the future, from period to period depending on the volume, timing and channels through which our products are sold, and the impact of customer orders ahead of holidays, causing variability in our results. Similarly, the timing of retail shelf resets are not within our control, and to the extent that retail customers change the timing of such events, variability of our results may also increase. Lower customer orders ahead of holidays, shifts in customer shelf reset activity and changes in order patterns of one or more of our large retail customers could cause a significant fluctuation in our quarterly results and could have a disproportionate effect on our results of operations for the entire fiscal year. Our financial performance also depends on our operational effectiveness and ability to fulfill orders in full and on time. Disruptions in our supply chain could affect customer demand, resulting in orders that may not 81 materialize due to delayed deliveries and subsequent lost sales that we may not be able to recover in full, or at all. Further, we may not be able to recapture missed opportunities in later periods, for example if the opportunity is related to a significant grilling holiday like Memorial Day weekend, the Fourth of July, or Labor Day weekend. Missed opportunities may also result in missing subsequent additional opportunities. Internal and external operational issues therefore may impact the amount and variability of our results. Seasonality Generally, we expect to experience greater demand for certain of our products during the U.S. summer grilling season. In 2025, 2024 and 2023, U.S. retail channel net revenues during the second quarter were 5%, 21% and 10% higher than the first quarter, respectively. In general, any historical effects of seasonality have been more pronounced within our U.S. retail channel, with revenue contribution from this channel generally tending to be greater in the second and third quarters of the year, driven by increased levels of grilling activity, higher levels of purchasing by customers ahead of holidays, the impact of customer shelf reset activity and the timing of product restocking by our retail customers. In an environment of heightened uncertainty from potential recessionary and inflationary pressures, prolonged weakness in the plant-based meat category, competition and other factors impacting our business, we are unable to assess the ultimate impact on the demand for our products as a result of seasonality. Gross Profit and Gross Margin 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. Subject to potential recessionary and inflationary pressures, prolonged weakness in the plant-based meat category, competition and other factors impacting our business, we continue to expect that long-term gross profit and gross margin improvements will be delivered primarily through: •investments in production equipment allowing for automation of certain manual functions in the production cycle; •implementation of lean value streams across our beef, pork and poultry platforms; •exiting select product lines in order to eliminate margin-dilutive products or to streamline our supply chain operations; •improved volume leverage and throughput; •reduced manufacturing conversion costs driven in part by network consolidation and optimization of our production network; •greater internalization and geographic localization of our manufacturing footprint; •finished goods, materials and packaging input cost-reductions and scale of purchasing; •end-to-end production processes across a greater proportion of our manufacturing network; •refreshed demand planning and production scheduling processes; 82 •scale-driven efficiencies in procurement and fixed cost absorption; •product and process innovations and reformulations; •improved supply chain logistics and distribution costs; •optimization of assortment offerings through selected retailers with emphasis on higher margin products; •enhanced controls, systems monitoring and management controls over trade spend investments; and •reviewing and adjusting our pricing architecture. 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, and 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. Operating Expenses Research and Development Expenses 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. SG&A Expenses 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 the Company. 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. Our operating expenses (as well as capital expenditures) may continue to increase as we innovate and commercialize products; build our brand, seek to expand our distribution and marketing channels and drive consumer adoption of our products; optimize our production capacity through our own internal production 83 facilities, domestically and abroad; support our strategic and other QSR customer relationships; 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; invest in our efforts to increase our customer base, supplier network and co-manufacturing partners; scale production across distribution channels; pursue geographic expansion or expand our operations in existing geographies in which we do business; and enhance our technology and production capabilities. 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. Loss on Write-down of Assets Held for Sale We classify long-lived assets determined to be sold as held for sale in the period in which all specified GAAP criteria are met. We initially measure assets classified as held for sale at estimated fair value, less estimated costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met and are recorded in Loss on write-down of assets held for sale in our consolidated statements of operations, if applicable. Restructuring Expenses In 2017, management approved a plan to terminate an exclusive supply agreement with one of our co-manufacturers. On October 18, 2022, the parties entered into a confidential written settlement agreement and mutual release in connection with this matter. See Note 4, Restructuring, to the Notes to Consolidated Financial Statements included elsewhere in this report. Results of Operations The following table sets forth selected items in our consolidated statements of operations for the respective periods presented: Year Ended December 31, (in thousands) 2025 2024 2023 Net revenues $ 275,496  $ 326,452  $ 343,376  Cost of goods sold 267,850  284,753  426,031  Gross profit (loss) 7,646  41,699  (82,655) Research and development expenses 23,235  28,149  39,530  Selling, general and administrative expenses 217,757  169,674  203,705  Loss on write-down of assets held for sale 48,987  —  16,639  Loss from impairment of long-lived assets 51,288  —  —  Restructuring expenses —  —  (631) Total operating expenses 341,267  197,823  259,243  Loss from operations $ (333,621) $ (156,124) $ (341,898) 84 The following table presents selected items in our consolidated statements of operations as a percentage of net revenues for the respective periods presented: Year Ended December 31, 2025 2024 2023 Net revenues 100.0  % 100.0  % 100.0  % Cost of goods sold 97.2  87.2  124.1  Gross profit (loss) 2.8  12.8  (24.1) Research and development expenses 8.4  8.6  11.5  Selling, general and administrative expenses 79.0  52.0  59.3  Loss on write-down of assets held for sale 17.8  —  4.8  Loss from impairment of long-lived assets 18.6  —  —  Restructuring expenses —  —  (0.1) Total operating expenses 123.8  60.6  75.5  Loss from operations (121.0) % (47.8) % (99.6) % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net Revenues Year Ended December 31, Change (in thousands) 2025 2024 Amount % U.S.: Retail $ 124,478  $ 150,812  $ (26,334) (17.5) % Foodservice 38,963  47,584  (8,621) (18.1) % U.S. net revenues 163,441  198,396  (34,955) (17.6) % International: Retail $ 53,166  $ 59,783  $ (6,617) (11.1) % Foodservice 58,889  68,273  (9,384) (13.7) % International net revenues 112,055  128,056  (16,001) (12.5) % Net revenues $ 275,496  $ 326,452  $ (50,956) (15.6) % Net revenues in 2025 decreased $51.0 million, or 15.6%, compared to the prior year, primarily driven by a 15.9% decrease in volume of products sold, partially offset by a 0.4% increase in net revenue per pound. The decrease in volume of products sold was primarily driven by weak category demand in the U.S. retail and foodservice channels, lower sales of burger products to certain QSR customers in the U.S. and international foodservice channels, and higher trade discounts as well as loss of distribution in the international retail channel. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange rates and price increases of certain of our products, partially offset by higher trade discounts. Net revenues from U.S. retail channel sales in 2025 decreased $26.3 million, or 17.5%, compared to the prior year, primarily driven by a 17.2% decrease in volume of products sold and a 0.4% 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. The decrease in net revenue per pound was primarily driven by higher trade discounts, partially offset by changes in product sales mix. U.S. retail channel net revenues in 2025 included $0.4 million in ingredient sales, compared to $2.4 million in ingredient sales in 2024. By product, the decrease in U.S. retail channel net revenues was primarily due to decreased sales of Beyond Burger, Beyond Beef, Beyond Sausage, Beyond Breakfast Sausage, Beyond Meatballs and Beyond Beef Crumbles, partially offset by increased sales of Beyond Steak and our value added meal line of products. 85 Net revenues from U.S. foodservice channel sales in 2025 decreased $8.6 million, or 18.1%, compared to the prior year, primarily driven by an 18.7% decrease in volume of products sold, primarily reflecting weak category demand, lower burger and chicken sales to certain QSR customers and price elasticity effects resulting from price increases of certain of our products, partially offset by a 0.8% increase in net revenue per pound. The increase in net revenue per pound was primarily driven by changes in product sales mix and price increases of certain of our products, partially offset by higher trade discounts. By product, the decrease in U.S. foodservice channel net revenues was primarily due to decreased sales of Beyond Burger and chicken products, partially offset by increased sales of Beyond Steak, ground beef and Beyond Beef Crumbles. Net revenues from international retail channel sales in 2025 decreased $6.6 million, or 11.1%, compared to the prior year, primarily driven by a 16.2% decrease in volume of products sold, partially offset by a 6.2% increase in net revenue per pound. The decrease in volume of products sold was primarily due to lower sales of burger, ground beef and dinner sausage products in the EU, partially offset by increased sales of steak products. The increase in net revenue per pound was primarily driven by favorable changes in foreign currency exchange rates, changes in product sales mix and price increases of certain of our products, partially offset by higher trade discounts. By product, the decrease in international retail channel net revenues was primarily due to decreased sales of Beyond Burger, dinner sausage products and ground beef, partially offset by increased sales of Beyond Steak and our value added meal line of products. Net revenues from international foodservice channel sales in 2025 decreased $9.4 million, or 13.7%, compared to the prior year, primarily due to a 12.6% decrease in volume of products sold, primarily due to lower burger sales to certain QSR customers and, to a lesser extent, weak category demand, and a 1.5% decrease in net revenue per pound. The decrease in net revenue per pound was primarily driven by changes in product sales mix and price decreases of certain of our products, partially offset by lower trade discounts and favorable changes in foreign currency exchange rates. By product, the decrease in international foodservice channel net revenues was primarily due to decreased sales of Beyond Burger and chicken products, partially offset by increased sales of Beyond Beef Crumbles. The following table presents consolidated volume of our products sold in pounds for the respective periods presented: Year Ended December 31, Change (in thousands) 2025 2024 Amount % U.S.: Retail 23,920  28,892  (4,972) (17.2) % Foodservice 6,413  7,892  (1,479) (18.7) % International: Retail 11,013  13,141  (2,128) (16.2) % Foodservice 17,571  20,109  (2,538) (12.6) % Volume of products sold 58,917  70,034  (11,117) (15.9) % Cost of Goods Sold Year Ended December 31, Change (in thousands) 2025 2024 Amount % Cost of goods sold $ 267,850  284,753  $ (16,903) (5.9) % Cost of goods sold decreased $16.9 million, or 5.9%, to $267.9 million in 2025, compared to the prior year, primarily reflecting decreased volume of products sold. Cost of goods sold in the year ended December 31, 2025 included $5.6 million in accelerated depreciation and $0.3 million in inventory write-offs related to the cessation of our operational activities in China, as discussed above, $6.7 million in non-cash charges arising from an increase in inventory provision for excess and obsolete inventories, including $2.4 million associated 86 with SKU rationalization and the decision to discontinue certain product lines. Cost of goods sold increased on a per pound basis, primarily reflecting higher inventory provision and higher materials costs, partially offset by reduced manufacturing costs, including depreciation and lower logistics costs. As a percentage of net revenues, cost of goods sold increased to 97.2% of net revenues in 2025 from 87.2% of net revenues in the prior year. We record our provision for inventory quarterly based on various factors, among other things, obsolescence due to changes in product formulations, packaging formats or strategic decisions to exit certain product lines; expiration of certain inventories due to under-consumption relative to purchased quantities; damaged, lost or contaminated inventories; and excess quantities of certain inventories relative to actual demand or forecasts, or as a result of significant changes in demand for our products. These adjustments may result in significant write-downs of inventory and increases in cost of goods sold from period to period. See also Part II, Item 9B, Other Information, included elsewhere in this report. Gross Profit and Gross Margin Year Ended December 31, Change (in thousands) 2025 2024 Amount % Gross profit 7,646  41,699  $ (34,053) (81.7) % Gross margin 2.8  % 12.8  % N/A N/A Gross profit in 2025 was $7.6 million compared to gross profit of $41.7 million in the prior year, a decrease of $34.1 million or 81.7%. Gross margin in 2025 was 2.8% compared to gross margin of 12.8% in the prior year. Gross profit and gross margin in 2025 included $5.6 million in accelerated depreciation and $0.3 million in inventory write-offs related to the cessation of our operational activities in China, as discussed above, and $6.7 million in non-cash charges arising from an incremental provision for excess and obsolete inventory as a result of SKU rationalization and the decision to discontinue certain product lines. Gross profit and gross margin in 2025 were negatively impacted by a 9.1% increase in cost of goods sold per pound, partially offset by a 0.4% increase in net revenue per pound. As disclosed in Note 2, Summary of Significant Accounting Policies—Shipping and Handling Costs, to the Notes to Consolidated Financial Statements included elsewhere in this report, we include outbound shipping and handling costs within SG&A expenses. As a result, our gross profit and gross margin may not be comparable to other entities that present all shipping and handling costs as a component of cost of goods sold. Research and Development Expenses Year Ended December 31, Change (in thousands) 2025 2024 Amount % Research and development expenses $ 23,235  $ 28,149  $ (4,914) (17.5) % Research and development expenses in 2025 decreased $4.9 million, or 17.5%, compared to the prior year. Research and development expenses decreased to 8.4% of net revenues in 2025 from 8.6% of net revenues in the prior year. Research and development expenses in 2025 included $0.9 million in accelerated depreciation related to the cessation of our operational activities in China. The decrease in research and development expenses was primarily due to lower expenses from in-sourcing trial production work and lower net lease-related expenses, which included a credit for sublease income (see Note 5, Leases, to the Notes to Consolidated Financial Statements included elsewhere in this report). 87 SG&A Expenses Year Ended December 31, Change (in thousands) 2025 2024 Amount % Selling, general and administrative expenses $ 217,757  $ 169,674  $ 48,083  28.3  % Loss on write-down of assets held for sale $ 48,987  $ —  $ 48,987  N/A SG&A expenses, excluding the loss on write-down of assets held for sale, in 2025 increased $48.1 million, or 28.3%, to $217.8 million or 79.0% of net revenues in 2025, from $169.7 million or 52.0% of net revenues in the prior year. The increase in SG&A expenses was primarily due to a $38.9 million litigation-related accrual, $8.1 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer, $8.0 million in higher share-based compensation expense, primarily from a $13.3 million incremental share-based compensation expense related to the Exchange Offer, $3.6 million in higher consulting expenses, $1.2 million in higher salaries and related expenses, $1.2 million in higher general insurance expense net of a $2.8 million insurance recovery, and $0.4 million in loss on lease termination modification, partially offset by $2.7 million in lower advertising expense, $2.1 million in lower outbound freight expense, $1.7 million in lower commission expense and $1.4 million in lower supply chain expenses. In 2025 we identified certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations and recorded these assets at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $45.6 million in loss on write-down of assets held for sale recorded in operating expenses in the fourth quarter of 2025. In addition, as a result of management finalizing its decision to cease our operations in China indefinitely, we also completed an evaluation of our property, plant and equipment in China. Upon valuation of these assets by a third party, assets that were determined to be not salable were fully depreciated, while assets that were determined salable were recorded at estimated fair value, less estimated costs to sell, in Assets held for sale in our consolidated balance sheet as of December 31, 2025, resulting in non-cash charges of $3.4 million in loss on write-down of assets held for sale recorded in operating expenses in the fourth quarter of 2025. In 2024, SG&A expenses included $7.5 million in litigation settlement expenses related to a class action settlement agreement in connection with the settlement of certain consumer class action lawsuits that originated in 2022. Loss from Impairment of Long-Lived Assets Year Ended December 31, Change (in thousands) 2025 2024 Amount % Loss from impairment of long-lived assets $ 51,288  $ —  $ 51,288  N/A In the three months ended September 27, 2025, we determined that triggering events had occurred that could indicate that the carrying amount of our long-lived assets may not be fully recoverable. We performed a quantitative assessment in accordance with ASC 360, and concluded that an impairment of our long-lived assets existed as of September 27, 2025. As a result of this assessment, we recorded an impairment loss of $51.3 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) related to our 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. 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. There was no such impairment loss in 2024. See Note 2, Summary of Significant Accounting Policies—Impairment of Long-Lived Assets and Note 8, Impairment of Long-Lived Assets, to the Notes to Consolidated Financial Statements and Part II, Item 9B, Other Information, included elsewhere in this report. 88 Restructuring Expenses In 2017 we terminated an exclusive supply agreement with one of our co-manufacturers due to non-performance under the agreement. As a result, in 2025, 2024 and 2023, we recorded $0, a credit of $0 and $(0.6) million, primarily driven by a reversal of certain accruals, respectively. As of December 31, 2025 and 2024, there were no accrued unpaid restructuring expenses. See Note 4, Restructuring, to the Notes to Consolidated Financial Statements, included elsewhere in this report. Loss from Operations Loss from operations in 2025 was $333.6 million compared to $156.1 million in the prior year. The increase in loss from operations was driven by higher operating expenses including $51.3 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) in loss from impairment of long-lived assets recorded in the third quarter of 2025, a $38.9 million litigation-related accrual, a $49.0 million loss on write-down of assets held for sale, including $45.6 million in loss on write-down of assets held for sale relating to certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations, $8.1 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer and $3.4 million in loss on write-down of assets held for sale in connection with the cessation of our operational activities in China, $13.3 million in incremental share-based compensation expense related to the Exchange Offer and lower gross profit. Loss from operations in 2024 was negatively impacted by $7.5 million in SG&A expenses related to a class action settlement agreement in connection with the settlement of certain consumer class action lawsuits that originated in 2022. Total Other Income (Expense), Net Total other income (expense), net, in 2025 of $552.7 million consisted primarily of $548.7 million in gain on debt restructuring, net of exchange fees, $15.1 million in gain from the remeasurement of warrant liability, $11.8 million in net realized and unrealized foreign currency transaction gains due to favorable changes in foreign currency exchange rates of the Euro and Chinese Yuan, including generated from our intra-entity balances, and $3.5 million in interest income, partially offset by $(14.0) million in interest expense comprised of $(5.3) million in interest expense associated with the Delayed Draw Term Loans and Warrants, $(4.5) million in interest expense related to leases, $(3.1) million in interest expense from the amortization of 2027 Notes issuance costs and $(1.1) million in interest expense from the amortization of the debt discount associated with the 2030 Notes Embedded Derivative (see Note 3, Fair Value of Financial Instruments, to the Notes to Consolidated Financial Statements included elsewhere in this report) and $0.6 million in interest expense from the amortization of the debt discount resulting from the Warrants, and $(12.3) million in loss from remeasurement of derivative liability associated with the 2030 Notes Embedded Derivative. Total other (expense) income, net, in 2024 of $(4.1) million consisted primarily of $(4.1) million in interest expense from the amortization of convertible debt issuance costs and $(6.3) million in net realized and unrealized foreign currency transaction losses due to unfavorable changes in foreign currency exchange rates of the Euro and Chinese Yuan, including generated from our intra-entity balances, partially offset by $6.0 million in interest income and $0.5 million in subsidies received from the Jiaxing Economic Development Zone Finance Bureau related to our investment in our subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd. We expect interest expense to increase from the current levels in 2026 in connection with the amortization of the issuance date fair value of the 2030 Notes Embedded Derivative liability and amortization of debt discount, interest expense associated with the Delayed Draw Term Loans. See Note 2, Summary of Significant Account Policies, Note 3, Fair Value of Financial Instruments and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. We expect to record significant mark to market adjustments arising from the remeasurement of our derivatives and other liabilities carried at fair value at each reporting period. See Note 2, Summary of Significant 89 Account Policies, Note 3, Fair Value of Financial Instruments and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. Income Tax Expense In 2025 and 2024, we recorded income tax benefit of $0 and $26,000, respectively. These amounts primarily consist of income taxes for state jurisdictions which have gross receipts or gross margin tax requirements. No tax benefit was provided for losses incurred because those losses were offset by a full valuation allowance. Net Income (Loss) Net income in 2025 was $219.0 million compared to net loss of $(160.3) million in the prior year. Net income in 2025 was primarily driven by $548.7 million in gain on debt restructuring, net of exchange fees, and $15.1 million in gain from the remeasurement of warrant liability, partially offset by higher operating expenses, including $51.3 million (as corrected; see Part II, Item 9B, Other Information, included elsewhere in this report) in loss from impairment of long-lived assets recorded in the third quarter of 2025, a $38.9 million litigation-related accrual, a $49.0 million loss on write-down of assets held for sale relating to certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations, $8.1 million in incremental legal and other fees and expenses associated with arbitration proceedings related to a contractual dispute with a former co-manufacturer and $3.4 million in loss on write-down of assets held for sale in connection with the cessation of our operational activities in China, and lower gross profit. Net income (loss) per share available to common stockholders—basic in 2025 and 2024 was $1.15 and $(2.43), respectively. Net loss per share available to common stockholders—diluted in 2025 and 2024 was $(1.83) and $(2.43), respectively. Net loss in 2024 was negatively impacted by $7.5 million in SG&A expenses related to a class action settlement agreement, in connection with the settlement of certain consumer class action lawsuits that originated in 2022. Non-GAAP Financial Measures We use the non-GAAP financial measures set forth below in assessing our operating performance and in our financial communications. Management believes these non-GAAP financial measures provide useful additional information to investors about current trends in our operations and are useful for period-over-period comparisons of operations. In addition, management uses these non-GAAP financial measures to assess operating performance and for business planning purposes. Management also believes these measures are widely used by investors, securities analysts, rating agencies and other parties in evaluating companies in our industry as a measure of our operational performance. These non-GAAP financial measures should not be considered in isolation or as substitutes for the comparable GAAP measures. In addition, these non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. “Adjusted EBITDA” is defined as net income (loss) adjusted to exclude, when applicable, income tax (benefit) expense, interest expense, depreciation and amortization expense, restructuring expenses, share-based compensation expense, non-cash charges related to the cessation of our operational activities in China, costs related to a partial lease termination of a portion of the Campus Headquarters, non-cash loss from impairment of long-lived assets, litigation-related accruals, accrued litigation settlement costs, remeasurement of warrant liability, remeasurement of derivative liability, gain on debt restructuring, net of exchange fees, and Other, net, including interest income and foreign currency transaction gains and losses. “Adjusted EBITDA as a % of net revenues” is defined as Adjusted EBITDA divided by net revenues. There are a number of limitations related to the use of Adjusted EBITDA and Adjusted EBITDA as a % of net revenues rather than their most directly comparable GAAP measures. Some of these limitations are: 90 •Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements; •Adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us; •Adjusted EBITDA does not reflect income tax payments that reduce cash available to us; •Adjusted EBITDA does not reflect share-based compensation expense and therefore does not include all of our compensation costs; •Adjusted EBITDA does not reflect non-cash charges related to the cessation of our operational activities in China; •Adjusted EBITDA does not reflect certain cash costs related to a partial lease termination of a portion of the Campus Headquarters, which reduces cash available to us; •Adjusted EBITDA does not reflect non-cash loss from impairment of long-lived assets and therefore does not include all of our operating expenses; •Adjusted EBITDA does not reflect litigation-related accruals, which may, depending on the outcome of the underlying litigation, reduce cash available to us; •Adjusted EBITDA does not reflect accrued litigation settlement costs which reduce cash available to us; •Adjusted EBITDA does not reflect the non-cash impact of the remeasurement of warrant liability; •Adjusted EBITDA does not reflect the non-cash impact of the remeasurement of derivative liability; •Adjusted EBITDA does not include gain on debt restructuring, net of exchange fees, the income from which may in certain circumstances be taxable to us and reduce the cash available to us; •Adjusted EBITDA does not reflect Other, net, including interest income and foreign currency transaction gains and losses, that may increase or decrease cash available to us; and •other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. 91 The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure, net income (loss), as reported (unaudited): Year Ended December 31, (in thousands) 2025 2024 2023 Net income (loss), as reported $ 219,024  $ (160,278) $ (338,144) Income tax (benefit) expense —  (26) 5  Interest expense 14,028  4,097  3,955  Depreciation and amortization expense(1) 26,283  23,121  48,094  Restructuring expenses(2) —  —  (631) Share-based compensation expense 17,723  23,923  29,098  Incremental share-based compensation expense(3) 13,267  —  —  Non-cash charges related to the cessation of operational activities in China(4) 6,490  —  —  Costs related to partial lease termination, net of amounts included in depreciation and amortization expense(5) 443  —  —  Loss from impairment of long-lived assets 51,288  —  —  Litigation-related accrual 38,900  —  —  Accrued litigation settlement costs —  7,500  —  Remeasurement of warrant liability (15,077) —  —  Remeasurement of derivative liability 12,288  —  —  Gain on debt restructuring, net of exchange fees (548,651) —  —  Other, net(6) (15,311) 10  (11,616) Adjusted EBITDA $ (179,305) $ (101,653) $ (269,239) Net income (loss) as a % of net revenues 79.5  % (49.1) % (98.5) % Adjusted EBITDA as a % of net revenues (65.1) % (31.1) % (78.4) % _____________ (1) Excludes $6.4 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the cessation of our operational activities in China in 2025. (2) Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an exclusive supply agreement was terminated in May 2017. On October 18, 2022, the parties to this dispute entered into a confidential written settlement agreement and mutual release related to this matter. In the year ended December 31, 2023, we recorded a credit of $(0.6) million, in restructuring expenses, primarily driven by a reversal of certain accruals. (3) Incremental share-based compensation from management incentive plan (“MIP”) awards to certain key employees and acceleration of non-vested RSU awards granted to the Company’s non-employee directors in conjunction with the Exchange Offer. See Note 11, Share-Based Compensation—Restricted Stock Units, to the Notes to Consolidated Financial Statements included elsewhere in this report. (4) Includes $6.4 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the cessation of our operational activities in China in 2025. (5) Excludes $1.0 million in amortization of lease termination costs apportioned for 2025, that are already included in Depreciation and amortization expense above. (6) Includes $11.8 million and $(6.3) million in net realized and unrealized foreign currency transaction gains (losses), and $3.5 million and $6.0 million in interest income in 2025 and 2024, respectively. Includes $0.5 million in subsidies received from the Jiaxing Economic Development Zone Finance Bureau related to our investment in BYND JX in the year ended December 31, 2024. 92 Liquidity and Capital Resources ATM Program On March 18, 2024, we filed a shelf registration statement on Form S-3 (the “2024 Shelf Registration Statement”) registering up to $250 million of our common stock, preferred stock, debt securities, warrants, purchase contracts and units (collectively, “Company securities”). The 2024 Shelf Registration Statement was declared effective on April 12, 2024 and allows us to sell, from time to time and at our discretion, Company securities having an aggregate offering price of up to $250.0 million including shares of common stock that may be sold pursuant to our equity distribution agreement with B. Riley, as sales agent (the “Equity Distribution Agreement”),under an “at the market” offering program (the “ATM Program”). The Equity Distribution Agreement stipulates that we will pay B. Riley a commission equal to up to 3.0% of the gross offering proceeds of any shares of common stock sold through B. Riley pursuant to the Equity Distribution Agreement. We intend to use the net proceeds from sales of common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined and considered by us, and we are not obligated to sell any shares under the Equity Distribution Agreement. In 2025, we sold 58,888,790 shares of common stock under the ATM Program for an aggregate offering price of $151.7 million, with total issuance costs of approximately $3.0 million, resulting in aggregate net proceeds of approximately $148.7 million. In 2024, we sold 9,750,312 shares of common stock under the ATM Program for an aggregate offering price of $48.3 million, with total issuance costs of approximately $3.3 million resulting in aggregate net proceeds of approximately $45.0 million. Of the total issuance costs related to the ATM Program, $0 and $0.3 million remained unpaid as of December 31, 2025 and 2024, respectively. In the years ended December 31, 2025 and 2024, approximately $3.0 million and $1.6 million, respectively, in total issuance costs were capitalized to reflect the costs associated with the issuance of new shares of common stock and offset against proceeds from the ATM Program. As of December 31, 2025, we had approximately $2,000 in capacity remaining for further sale of shares of common stock under the ATM Program. As we did not timely file this report on or before the available extension afforded by our Form 12b-25 filing, we have no ability to sell shares under the 2024 Shelf Registration Statement. Additionally, because we were unable to file this report on or before the applicable filing deadline, we no longer satisfy the eligibility requirements for use of a registration statement on Form S-3, which requires that we file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, we have suspended the use of the 2024 Shelf Registration Statement and are unable to access the ATM Program as of the date of this report. Convertible Notes and Exchange Offer In 2021, we issued a total of $1.15 billion aggregate principal amount of 2027 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). For a discussion about the Notes, see Note 9, Debt—2027 Notes, to the Notes to Consolidated Financial Statements included elsewhere in this report. On September 29, 2025, we commenced the Exchange Offer to exchange any and all of the 2027 Notes issued pursuant to the 2027 Notes Indenture for a pro rata portion of (i) up to $202.5 million in aggregate principal amount of the 2030 Notes and (ii) up to 326,190,370 shares of our common stock (the “New Shares”). Simultaneously with the Exchange Offer, we solicited consents (the “Consent Solicitation”) from holders of the 2027 Notes to adopt certain proposed amendments to the 2027 Notes Indenture. The Exchange Offer was completed on October 30, 2025, as discussed below. 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) 317,834,446 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. As of December 31, 2025, $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding. 93 In addition, in connection with the Exchange Offer, we completed the Consent Solicitation and entered into a supplemental indenture (the “Supplemental Indenture”) to the 2027 Notes Indenture with U.S. Bank, National Association, as trustee (the “2027 Notes Trustee”). The Supplemental Indenture eliminated substantially all of the restrictive covenants in the 2027 Notes Indenture as well as certain events of default and related provisions applicable to the 2027 Notes. The 2030 Notes were issued pursuant to the 2030 Notes Indenture dated as of October 15, 2025, by and between the Company and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). The 2030 Notes are secured, second lien obligations of the Company. The 2030 Notes will mature on October 15, 2030, unless earlier redeemed, converted, equitized or repurchased in accordance with the terms of the 2030 Notes. The 2030 Notes bear interest at a rate of 7.00% per annum from October 15, 2025 (the “Early Settlement Date”), which interest may be paid in cash or, subject to certain limitations, in shares of common stock. At the option of the Company, interest on the 2030 Notes may be accrued and compounded in whole or in part for any interest period as “payment-in-kind” interest at a rate of 9.50% per annum from the Early Settlement Date. The Company has used the PIK option for the 2030 Notes and expects to elect the PIK option through the term of the 2030 Notes. The initial conversion rate for the 2030 Notes is 572.7784 shares of our common stock per $1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $1.7459 per share of our common stock. The conversion rate will be increased for conversions occurring prior to October 15, 2028 to reflect a “make-whole” premium, payable in the form of shares of common stock, to compensate holders for interest that would have been payable to such date. We are permitted to satisfy our obligations under the 2030 Notes with any settlement method we are otherwise permitted to elect, including by physical settlement of shares of common stock. The 2030 Notes are convertible at any time prior to the close of business on the second trading day immediately preceding the maturity date. Under certain circumstances and subject to conditions set forth in the 2030 Notes Indenture, we may elect to redeem, equitize or force a mandatory conversion of the 2030 Notes. Subsequent to the year ended December 31, 2025, on January 12, 2026, we and Beyond Meat BV entered into a First Supplemental Indenture (the “First Supplemental Indenture”) with the Collateral Agent. The First Supplemental Indenture modified the 2030 Notes Indenture to provide for the guarantee of the 2030 Notes by the Beyond Meat BV, which are secured on a second-priority basis by our assets and the assets of Beyond Meat BV, subject to certain exceptions. See Note 17, Subsequent Events—First Supplemental Indenture, to the Notes to Consolidated Financial Statements included elsewhere in this report. The 2030 Notes Indenture includes incurrence based negative covenants, including but not limited to, limitations on debt, limitations on liens, limitations on investments, limitations on mergers, consolidations, and sales of all or substantially all assets, limitations on transactions with affiliates, limitations on restricted payments, limitations on asset sales, limitations on dividends and other payment restrictions affecting any direct or indirect subsidiaries, limitations on future guarantees by subsidiaries without such subsidiaries also guaranteeing the 2030 Notes, limitations on disposals of assets, limitations on impairment of security and restrictions on certain liability management priming transactions with respect to the 2030 Notes. The 2030 Notes Indenture also includes a covenant requiring minimum liquidity of $15.0 million, to be tested quarterly, a covenant that limits our ability to repurchase, redeem, retire, exchange or otherwise acquire the 2027 Notes other than pursuant to the prices and other conditions to be set forth in the 2030 Notes Indenture and a cap of $60.0 million on the amount of cash that can be used to repay the 2027 Notes at the maturity of such notes, subject to increase to the extent of any equity raises by us. See 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 the event of certain “fundamental changes,” including without limitation, if our common stock is delisted, under the terms of the applicable indenture, we are required to offer to repurchase all of the outstanding Notes for cash at a repurchase price equal to 100% of the aggregate principal amount of the Notes then outstanding 94 plus accrued and unpaid interest and if such “fundamental change” constitutes a Make-Whole Fundamental Change (as defined in the applicable indenture), then we may be required to temporarily increase the conversion rate for such Notes. As of the date hereof, we have received a deficiency notice from Nasdaq, which, if not satisfied, could result in the delisting of our common stock. The carrying amount of the liability for the 2030 Notes as of December 31, 2025 was $308.4 million, net of debt discount discussed below, which represents the issuance date principal amount plus the undiscounted future cash flows using the PIK election, including any amounts contingently payable that we recognized on the completion of the Exchange Offer. The Exchange Offer was accounted for as a troubled debt restructuring (“TDR”), which requires us to recognize the entire amount of the future undiscounted cash flows as a liability at the closing of the Exchange Offer. As of December 31, 2025, issuance costs related to the 2030 Notes were approximately $38.2 million, of which $6.5 million were attributable to legal fees and other direct costs incurred in granting equity interest (issuing New Shares) and $31.7 million were attributable to legal fees and other direct costs incurred to effect the TDR under ASC 470-60, “Debt—Troubled Debt Restructurings by Debtors.” The equity-related costs reduced the initial carrying amount of the equity interest issued and the non-equity costs incurred in the TDR were recorded as approximately $14.1 million included in selling, general and administrative expenses and approximately $17.6 million as a reduction to the gain on debt restructuring, net of exchange fees, included in our consolidated statements of operations. In addition, in connection with the Exchange Offer, approximately $5.4 million of remaining unamortized debt costs from the 2027 Notes were written off and included as a reduction to the gain on debt restructuring, net of exchange fees, included in our consolidated statements of operations. The 2030 Notes contain certain embedded derivatives that require bifurcation and separate accounting from the debt host pursuant to ASC 815, “Derivatives and Hedging” (“ASC 815”), including separate valuations of fair value for those derivatives both at the issuance date and at the end of subsequent reporting periods thereafter until the derivatives expire, are canceled or the debt is no longer outstanding. We accounted for the bifurcated derivative instruments as a single, combined derivative instrument (the “2030 Notes Embedded Derivative”). Accordingly, the fair value of the 2030 Notes Embedded Derivative at the issuance date was $26.9 million, recorded as a debt discount to the 2030 Notes and is being amortized to interest expense over the term of the debt. For the year ended December 31, 2025, we recognized $1.1 million in interest expense related to the amortization of this discount. Furthermore, the change in fair value of the 2030 Notes Embedded Derivative from the issuance date to December 31, 2025 was $12.3 million and recognized in our consolidated statements of operations. As of December 31, 2025, the embedded derivative liability was $39.2 million. See Note 3, Fair Value of Financial Instruments—Valuation of 2030 Notes Embedded Derivative, and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. Loan and Security Agreement; Warrant Agreement On May 7, 2025, we, as the borrower, entered into the Loan and Security Agreement with Unprocessed Foods, LLC, the other lenders party thereto (together with Unprocessed Foods, the “Lenders”) and certain of our subsidiaries, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility in an aggregate principal amount of $100.0 million. Beyond Meat BV has guaranteed our obligations under the Loan and Security Agreement. The Delayed Draw Term Loans are secured by a first-priority lien and security interest in substantially all of our assets and the assets of Beyond Meat BV, subject to certain exceptions. The Delayed Draw Term Loans borrowed under the Loan and Security Agreement mature on February 7, 2030 (the “Initial Maturity Date”), which we may extend with the relevant Lenders’ consent to no later than May 7, 2035. Borrowings under the Loan and Security Agreement accrue interest at a rate of 12.0% per annum, provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date, then such rate per annum will be 17.5% after the Initial Maturity Date. Proceeds of the Delayed Draw Term Loans may not be used to repay, amortize or restructure any debt for borrowed money other than debt owed to the Lenders and debt incurred by a Loan Party to finance the purchase, construction or improvement of any asset or services. Accrued but unpaid interest on each Delayed Draw Term Loan is compounded on a 95 quarterly basis and payable “in kind” by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans under the Loan and Security Agreement. Among other things, the Loan and Security Agreement includes covenants that (i) require us to maintain liquidity of at least $15.0 million, (ii) do not permit our cash interest payments due under all of the Loan Parties’ subordinated debt and unsecured debt for borrowed money for any fiscal year, in the aggregate, to exceed $20.0 million, and (iii) cap the amount of cash that can be used to repay the 2027 Notes at their maturity at $60.0 million, subject to increase to the extent of any equity raises. The Loan and Security Agreement also contains covenants that restrict the ability of the Loan Parties and certain of their subsidiaries to make dividends or distributions, incur additional debt (including subordinated debt), engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change their businesses or make investments. The Loan and Security Agreement also contains change of control provisions that could have the effect of delaying or preventing an otherwise beneficial takeover of the Company. See 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 connection with the Loan and Security Agreement, on May 7, 2025, we also entered into a warrant agreement with the Lenders (the “Warrant Agreement”) setting forth the rights and obligations of us and the Lenders, as holders, in connection with Warrants representing the right to purchase up to, in the aggregate, 9,558,635 shares of our common stock (the “Maximum Warrant Share Amount”) at an initial exercise price of $3.26 per share calculated based on the terms of the Warrant Agreement. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loan, we would execute and deliver to the applicable Lenders Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of the Delayed Draw Term Loan provided by such Lender on the date thereof. We agreed to provide certain customary registration rights with respect to the resale of shares of common stock underlying Warrants held by or issuable to the holders from time to time and we subsequently registered for resale on Form S-3 the 9,558,635 shares of common stock underlying the Warrants outstanding. The Warrant Agreement also contains customary indemnity, exculpation and contribution obligations in connection with such registration. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million (the “Initial Draw”) and $60.0 million (the “Second Draw”), respectively. We plan to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. On June 26, 2025, in connection with the Initial Draw, we issued to Unprocessed Foods Warrants to purchase 3,823,454 shares of common stock with an initial exercise price of $3.26 per share, a fair value per share of $2.09 and an aggregate fair value of approximately $8.0 million. On September 18, 2025, in connection with the Second Draw, we issued to Unprocessed Foods Warrants to purchase 5,735,181 shares of common stock with an initial exercise price of $3.26 per share, that were previously held as contingently issuable Warrants. See Note 1, Introduction, Note 2, Summary of Significant Accounting Policies, and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. On October 15, 2025, in connection with the Exchange Offer, we entered into the First Amendment to LSA with Unprocessed Foods, and an Intercreditor Agreement (as amended, the “Intercreditor Agreement”), with Unprocessed Foods and the Collateral Agent under the 2030 Notes which, among other things, provides for the relative priorities of the security interests in the assets securing the 2030 Notes, the loans pursuant to the Loan and Security Agreement and certain of our additional debt, and certain other matters relating to the administration of security interests. The terms of the Intercreditor Agreement expressly subordinate, in right of payment and in liens, the obligations under the 2030 Notes to the obligations under the Loan and Security Agreement. 96 Pursuant to the terms of the Warrant Agreement, the exercise price of the Warrants is subject to a weighted average adjustment for certain below-market issuances of equity or equity-linked securities, subject to exceptions. On December 22, 2025, we adjusted the exercise price for the Warrants from $3.26 to $1.95 in order to fully account for any and all potential past or future adjustments relating to the Exchange Offer, the payment of interest on the 2030 Notes in the form of common stock or in the form of payment-in-kind interest, as well as certain mandatory conversions, equitizations and make-whole payments that could result in additional issuances of common stock thereunder, if any. As of December 31, 2025, we had drawn the entire $100.0 million and had no amount available under the Delayed Draw Term Loan Facility. The aggregate fair value of the Warrants was initially recorded as a discount to the debt under the Delayed Draw Term Loans and is being amortized to interest expense using the effective interest rate method. The unamortized portion of the fair value of the Warrants was $19.5 million as of December 31, 2025. As of December 31, 2025, issuance costs comprised of legal fees and other direct costs of $7.2 million in connection with the Loan and Security Agreement were recorded as a debt discount against the $100.0 million principal amount of the Delayed Draw Term Loans in our consolidated balance sheet and is being amortized to interest expense using the effective interest rate method. As of December 31, 2025, we were in compliance with the covenants of the Loan and Security Agreement. However, because we failed to timely deliver to the lender by March 31, 2026 certain audited annual financial statements for our fiscal year ended December 31, 2025, as required by the terms of the Loan and Security Agreement, we were in default and provided notice thereof to the lender as required. Upon the filing of this report containing such audited annual financial statements and delivery to the lender of certain other documents required to be delivered concurrently, such default will be remedied and we will regain compliance with the covenants of the Loan and Security Agreement. Liquidity Outlook Our cash from operations has been and could continue to be, affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part I, Item 1A, Risk Factors, and Note Regarding Forward-Looking Statements and Note 12 Commitments and Contingencies in the Notes to Consolidated Financial Statements included elsewhere in this report. In addition, inflation, tariffs, high interest rates in certain geographic regions, overall economic conditions and concerns about ongoing hostilities in Eastern Europe and the Middle East, among other factors, have led to increased disruption and volatility in capital markets and credit markets generally, which could adversely affect our ability to access capital resources in the future and potentially harm our liquidity outlook. We have experienced net losses in almost every period since our inception. Although we recorded net income of $219.0 million in 2025, primarily driven by the gain on debt restructuring, net of exchange fees, of $548.7 million resulting from the Exchange Offer, we incurred loss from operations of $333.6 million in 2025 (compared to loss from operations of $156.1 million and $341.9 million in 2024 and 2023, respectively) and net losses of $160.3 million and $338.1 million in 2024 and 2023, respectively. In 2025, 2024 and 2023, we incurred negative cash flows from operating activities of $144.9 million, $98.8 million and $107.8 million, respectively. While we are implementing a business plan focused on achieving sustainable, profitable operations over time, including the strategic initiatives described elsewhere in this report, we expect that we will continue to operate at a loss for the foreseeable future. As part of our current business plan, we intend to continue to reduce operating expenses and utilize inventory management to reduce working capital, while investing in capital projects at our production facilities to reduce production costs. 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; 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 97 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. 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 through the next twelve months. However, our ability to meet these requirements will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flows from operating activities and our ability to manage costs and working capital successfully. Additionally, we may use our cash resources faster than we predict due to unexpected expenditures or higher-than-expected expenses due to unfavorable macroeconomic events, including inflationary pressures or otherwise, competition or other factors that are beyond our control. Given that we continue to incur losses from operations and negative cash flows from operating activities, we may seek to raise additional capital in the future through the issuance of additional equity and/or debt securities, and/or incur other indebtedness, some or all of which may, subject to the covenants in the agreements governing our indebtedness, be secured, to continue to fund our operations and repay our indebtedness. Any such capital raises through the issuance of equity and/or debt securities, could result in additional dilution to our existing stockholders and may negatively impact the market price of our common stock. Any issuance of additional equity or debt securities may be for cash or in exchange for any of our outstanding convertible notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. Similarly, if the Lenders exercise their Warrants pursuant to the Warrant Agreement, the resulting issuance of our common stock to such Lenders would have a dilutive effect on our current stockholders and could negatively affect the trading price of our common stock. In addition, any such potential financings may result in the imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. For example, the Loan and Security Agreement and the indenture governing the 2030 Notes contain covenants that restrict our ability to engage in certain transactions and could limit our ability to raise additional financing. See Liquidity Loan and Security Agreement; Warrant Agreement above. Furthermore, any securities issued pursuant to potential financings may include rights that are senior to our shares of common stock. However, we cannot assure you that we will be able to successfully raise additional funds for the amounts needed or when needed, or on terms commercially acceptable, if at all. Our inability to raise required capital in the future would have a material adverse effect on our business, financial condition and results of operations. See Part I, Item 1A, Risk Factors—Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional Capital included elsewhere in this report. Our cash requirements under our significant contractual obligations and commitments are listed below in the section titled “Contractual Obligations and Commitments.” Our future capital requirements may vary materially from those currently planned and will depend on many factors including, among others, demand in the plant-based meat category and for our products, which has continued to decline; our rate of revenue generation and the success of our planned gross margin expansion initiatives; the results of our Global Operations Review and the successful implementation of our ongoing cost-reduction initiatives; the impact of economic and political conditions in the U.S. and international markets on our business; timing to adjust our supply chain and cost structure in response to material fluctuations in product demand; the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets; our investment in and build out of our Campus Headquarters, including the timing and success of surrendering, subleasing, assigning or otherwise transferring the remaining excess space or negotiating other partial lease terminations and/or subleases or other dispositions of our Campus Headquarters on terms advantageous to us or at all; the success of, and expenses associated with, our marketing initiatives; our investment in manufacturing and facilities to optimize our manufacturing and production capacity, including underutilization fees, termination fees and exit costs; our investments in real property; the costs required to fund domestic and international operations and growth; the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes; any lawsuits related to our products or commenced against us; the expenses needed to attract and retain skilled personnel; variations in product selling prices and costs, the timing and success of 98 changes to our pricing architecture, and the mix of products sold; the level of trade and promotional spending to support our products appropriately; the expenses associated with our sales force; our management of accounts receivable, inventory, accounts payable and other working capital accounts; the impact of foreign currency exchange rate fluctuations on our cash balances; the costs associated with being a public company; the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation; and the timing, receipt and amount of sales of, or royalties on, any future approved products, if any. Our operating environment continues to be affected by uncertainty related to macroeconomic issues, including economic and geopolitical uncertainty in domestic and international markets, ongoing, further weakened demand in the plant-based meat category and for our products, inflation, high interest rates, current and proposed future tariffs and related trade wars, 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, and potential recessionary concerns, among other things, all of which have had and could continue to have unforeseen impacts on our actual realized results, including our liquidity outlook. Our ability to make progress toward reducing operating expenses and achieving our profitability, cash flow and financial performance objectives is dependent on a number of assumptions and uncertainties, including, without limitation, demand in the plant-based meat category and for our products, which has continued to decline; our ability to both raise capital and reduce costs and achieve positive gross margin; our ability to generate revenues and gross profit and meet operating expense reduction targets, which may be subject to factors beyond our control; timing of capital expenditures; and our ability to monetize inventory and manage working capital. The other risks described in this report may also hinder our ability to implement our strategic initiatives. As a result, we cannot guarantee that we will achieve our profitability and financial performance objectives in the future, whether on our expected timelines, or at all. Sources of Liquidity Our primary cash needs are for operating expenses, working capital and capital expenditures to support our business. We finance our operations primarily through sales of our products and existing cash. We may also generate incremental cash through ingredient sales and from sales of certain fixed assets. Our 2024 Shelf Registration Statement allows us to sell, from time to time and at our discretion, Company securities having an aggregate offering price of up to $250.0 million including shares of common stock that may be sold pursuant to the Equity Distribution Agreement with B. Riley under the ATM Program. As of December 31, 2025, we sold an aggregate of 68,639,102 shares of common stock under the ATM Program for aggregate net proceeds of approximately $193.7 million. As of December 31, 2025, we had approximately $2,000 in capacity remaining for further sale of shares of common stock under the ATM Program. As we did not timely file this report on or before the available extension afforded by our Form 12b-25 filing, we have no ability to sell shares under the 2024 Shelf Registration Statement. Additionally, because we were unable to file this report on or before the applicable filing deadline, we no longer satisfy the eligibility requirements for use of a registration statement on Form S-3, which requires that we file in a timely manner all reports required to be filed during the prior twelve calendar months. As a result, we have suspended the use of the 2024 Shelf Registration Statement and are unable to access the ATM Program as of the date of this report. See ATM Program discussed above. On May 7, 2025, we entered into the Loan and Security Agreement, which provides for a new first-lien senior secured debt in an aggregate principal amount of up to $100.0 million. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. We plan to use the proceeds from such Delayed Draw Term Loans for general corporate purposes. As of December 31, 2025, we had drawn the entire $100.0 million and had no amount available under the Delayed Draw Term Loan Facility. As of December 31, 2025, we had $104.6 million in Delayed Draw Term Loans outstanding, including PIK interest, which is included in Delayed draw term loans, net, in our consolidated balance sheet. See Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. 99 As of December 31, 2025, we had $203.9 million in unrestricted cash and cash equivalents and $13.6 million in restricted cash, which was comprised of $12.6 million to secure the letter of credit delivered to our landlord as security for the performance of our obligations under our Campus Lease, and $1.0 million to secure the letter of credit associated with a third party contract manufacturer in Europe. As of December 31, 2025, Restricted cash, current of $4.4 million was associated with the Campus Lease. As of December 31, 2025 and 2024, $9.3 million and $12.6 million, respectively, of the restricted cash was included in Restricted cash, non-current. Subsequent to the year ended December 31, 2025, we entered into a new sales agreement with Roquette for the supply of pea protein which requires us to procure a $1.0 million standby letter of credit to secure our payment obligations thereunder. See Note 17, Subsequent Events—Roquette Sales Agreement, to the Notes to Consolidated Financial Statements included elsewhere in this report. Cash Flows The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the periods indicated. Year Ended December 31, (in thousands) 2025 2024 2023 Cash (used in) provided by: Operating activities $ (144,931) $ (98,813) $ (107,825) Investing activities $ (10,250) $ (6,232) $ (9,491) Financing activities $ 223,410  $ 45,777  $ (550) Net Cash Used in Operating Activities In 2025, we recorded net income of $219.0 million, which was primarily due to a non-cash gain on debt restructuring, net of exchange fees, of $548.7 million. Net cash inflows from changes in our operating assets and liabilities were $30.7 million, primarily due to a decrease in raw materials and packaging inventories and work in process inventories due to ongoing efforts to optimize working capital and reduce inventory levels and the impact from increased provision for excess and obsolete inventory, an increase in accrued expenses and other current liabilities resulting from a $38.9 million litigation-related accrual and a decrease in accounts receivable, partially offset by a decrease in accounts payable from payments of outstanding balances and a reduction in expenditures; and a decrease in operating lease liabilities due to the partial lease termination of a portion of our Campus Headquarters building. In addition, significant non-cash items to reconcile net income to net cash used in operating activities included $557.9 million in gain on debt restructuring and exchange fees, $15.1 million in reduction in warrant liability and $12.1 million in gain on foreign currency exchange transactions, partially offset by non-cash expenses comprised of $49.3 million in loss on write-down and sale of fixed assets including $49.0 million relating to certain property, plant and equipment that was no longer deemed core to our strategic objectives or required for our future operations and $3.4 million in loss on write-down of assets held for sale in connection with the cessation of our operational activities in China, $32.8 million in depreciation and amortization expense, $31.0 million in share-based compensation expense, $12.3 million in loss on derivative liability, $4.0 million in non-cash lease expense and $5.0 million in amortization of debt issuance costs. In 2024, we incurred a net loss of $160.3 million, which was the primary reason for net cash used in operating activities of $98.8 million. Net cash outflows from changes in our operating assets and liabilities were $4.0 million, primarily due to a decrease in accounts payable from payments of outstanding balances and a reduction in expenditures; an increase in prepaid lease costs, non-current due to lease payments towards unoccupied phases of our Campus Headquarters facility for which leases have not commenced; and a decrease in operating lease liabilities due to a reduction in new leases entered into, partially offset by a decrease in raw materials and packaging and work in process inventories due to ongoing efforts to optimize working capital and reduce inventory levels, particularly in raw materials and work-in-process; an increase in 100 accrued expenses and other current liabilities from non-receipt of vendor invoices; and a decrease in accounts receivable balances due to a decrease in billings to customers. Net loss in 2024, included $65.5 million in non-cash expenses comprised of share-based compensation expense, depreciation and amortization expense, non-cash lease expense, amortization of debt issuance costs, unrealized loss on foreign currency exchange transactions, loss on write-down of assets held for sale, provision for credit losses and equity in losses in TPP. Depreciation and amortization expense was $32.8 million and $23.1 million in 2025 and 2024, respectively. Depreciation expense in 2025 and 2024 included $6.4 million and $0, respectively, in accelerated depreciation related to the reassessment of the useful lives of certain assets in China resulting from the cessation of our operational activities in China. Depreciation expense in 2025 included accelerated depreciation on planned write-offs and disposals of fixed assets, primarily recorded in cost of goods sold, as part of our Global Operations Review. For the year ending December 31, 2026, we expect to record approximately $2.2 million in accelerated depreciation for our remaining leasehold improvement assets in China. Net Cash Used in Investing Activities Net cash used in investing activities primarily relates to capital expenditures to support our investments in property, plant and equipment, offset by proceeds from sales of certain fixed assets. In 2025, net cash used in investing activities was $10.3 million and consisted of $12.3 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, partially offset by $1.9 million in proceeds from sales of certain fixed assets, $84,000 in proceeds from a note receivable on assets previously held for sale and $32,000 in proceeds from the return of security deposits. In 2024, net cash used in investing activities was $6.2 million and consisted of $11.0 million in cash outflows for purchases of property, plant and equipment, primarily driven by investments in production equipment and facilities, partially offset by $4.3 million in proceeds from sales of certain fixed assets and $0.4 million in proceeds from the return of security deposits. Net Cash Provided by Financing Activities In 2025, net cash provided by financing activities was $223.4 million which consisted of $148.7 million in net proceeds from the sale of common stock under the ATM Program (net of $3.0 million in issuance costs recognized) and $100.0 million in Delayed Draw Term Loans, partially offset by $15.6 million in payments of debt issuance costs, of which $7.3 million was related to securing the Delayed Draw Term Loans and $8.3 million was related to costs paid directly to or on behalf of the creditors in the Exchange Offer, $6.5 million in payments of equity issuance costs, $2.7 million for payments under finance lease obligations and $0.4 million in payments of minimum withholding taxes on net share settlement of equity awards. In 2024, net cash provided by financing activities was $45.8 million which consisted of $46.7 million in net proceeds from the sale of common stock under the ATM Program (net of $1.6 million in issuance costs recognized) and $0.9 million in proceeds from stock option exercises, partially offset by $1.2 million for payments under finance lease obligations and $0.7 million in payments of minimum withholding taxes on net share settlement of equity awards. Contractual Obligations and Commitments Debt Obligations In March 2021, we issued a total of $1.15 billion aggregate principal amount of 2027 Notes. The proceeds from the issuance of the 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) 317,834,446 New Shares. The tendered and accepted 2027 Notes together represented 97.44% of the aggregate principal amount of 2027 101 Notes outstanding prior to the Exchange Offer. As of December 31, 2025, $29,459,000 in aggregate principal amount of the 2027 Notes remained outstanding. The carrying amount of the liability for the 2030 Notes as of December 31, 2025, was $308.4 million, which represents the issuance date principal amount plus the undiscounted future cash flows using the PIK election, including any amounts contingently payable that we recognized on the completion of the Exchange Offer and is included in 2030 Notes, net, under Long-term liabilities in our consolidated balance sheet. The Company expects to continue to make the PIK election throughout the term of the 2030 Notes. See Liquidity and Capital Resources—Liquidity—Convertible Notes and Exchange Offer above and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. On May 7, 2025, we entered into the Loan and Security Agreement with the Lenders and certain of our subsidiaries, as guarantors, pursuant to which the Lenders agreed to provide for the Delayed Draw Term Loan Facility in an aggregate principal amount of up to $100.0 million. In connection with the Loan and Security Agreement, we also entered into the Warrant Agreement relating to the issuance of the Warrants that grant the Lenders the right to purchase up to, in the aggregate, 9,558,635 shares of our common stock. The Loan and Security Agreement provides that, at each funding date of any Delayed Draw Term Loan, we would execute and deliver to the applicable Lenders Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of the Delayed Draw Term Loan provided by such Lender on the date thereof. On June 26, 2025 and September 18, 2025, at our request, Unprocessed Foods, as the sole Lender at such time, made Delayed Draw Term Loans to us in the principal amounts of $40.0 million and $60.0 million, respectively. See Liquidity and Capital Resources—Liquidity—Loan and Security Agreement; Warrant Agreement above, Note 1, Introduction, Note 2, Summary of Significant Accounting Policies, and Note 9, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report. Leases In 2021, we entered into the Campus Lease with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), to house our Campus Headquarters. Although we are involved in the design of the tenant improvements of the Campus Headquarters, we do not have title or possession of the assets during construction. In addition, we do not obtain control of the leased space at the Campus Headquarters until the tenant improvements for the applicable phase in which the leased space is located have been completed and that phase has been delivered to us. We paid $8.3 million and $6.5 million in rent prepayments and payments towards construction costs of the Campus Headquarters in the years ended December 31, 2025 and 2024, respectively. On September 17, 2024, we entered into the First Amendment to Lease, which amendment: (i) revised the square footage of the premises, building and project resulting in: (a) an increase in our base rent by approximately $851,000 over the initial lease term; (b) an adjustment to our percentage share of direct expenses; and (c) an increase in the tenant improvement allowance for use in Phase III of the Campus Headquarters; (ii) increased the tenant improvement allowance reflecting a reduction in the scope of the Landlord’s work; (iii) specified the tenant improvements that must be removed by us from the premises if the premises are not occupied in their entirety throughout the initial lease term and first extension term; and (iv) addressed other ministerial matters concerning the Campus Headquarters. Aggregate payments towards base rent over the initial lease term associated with the remaining phases not yet delivered to us are approximately $53.6 million as of December 31, 2025. On May 9, 2025, we entered into the Second Amendment to Lease (the “Second Amendment”) which provided for, among other things, (i) the surrender by the Company to the Landlord of approximately 61,556 rentable square feet of the existing premises (the “Surrendered Premises”); (ii) a release of all claims arising out of, or based upon, any act, matter, or thing regarding the Surrendered Premises; (iii) the continued leasing of approximately 220,519 rentable square feet of the existing premises (the “Remaining Premises”) by the Company, including parking; (iv) payment by the Company of a one-time termination fee of $1.0 million for the benefit of the Landlord; (v) transfer of ownership to certain equipment from the Company to the Landlord; (vi) construction of modifications to the Surrendered Premises by the Company to be completed by June 30, 2025; (vii) payment by the Company of rent for the Surrendered Premises under the Campus Lease until at latest December 14, 2025; (viii) payment by the Company of the difference between (A) the Company’s base rent and 102 parking charges under the Campus Lease for the Surrendered Premises and (B) the base rent and parking charges payable by a new tenant under its new lease for the Surrendered Premises, beginning on the earlier of when the new tenant commences normal business operations in the Surrendered Premises and December 15, 2025, and ending on the last day of the Initial Term (as defined in the Campus Lease); and (ix) payment by the Company of customary brokers’ fees in connection with the Second Amendment. Termination costs related to the Surrendered Premises in the year ended December 31, 2025 were $32.8 million, consisting of $31.3 million in prepaid rent related to the Surrendered Premises, a $1.0 million one-time termination fee and $0.5 million in brokers’ fees. As a result of the lease modifications under the Second Amendment, the Company remeasured the remaining lease liability and corresponding right-of-use (“ROU”) asset associated with the continuing portion of the lease. Based on the revised terms, including updated lease payments and term, the Company concluded that the classification of the remaining portion of the lease had changed from an operating lease to a finance lease. As such, $115.6 million previously classified as an operating lease right-of-use asset was reclassified as finance lease right-of-use asset. In addition, the right-of-use assets for the continuing portion of the lease increased by $19.9 million, due to the reclassification of amounts previously recorded as prepaid rent, and by $10.1 million related to increases in the present value of the lease liability following the modification. The remeasurement was performed using our incremental borrowing rate as of the modification date. On July 16, 2025, we entered into the Third Amendment to Lease (the “Third Amendment”), resolving a dispute between us and the Landlord regarding the provision and disbursement of the tenant improvement allowance under the Campus Lease. Under the terms of the Third Amendment, in exchange for a release of certain claims, the Landlord agreed to provide to us 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. Effective as of July 22, 2025, we entered into a Sublease Agreement (the “Varda Sublease”) with Varda Space Industries, Inc., a Delaware corporation (the “Subtenant”), pursuant to which we subleased to the Subtenant approximately 54,749 rentable square feet of the Remaining Premises. See Note 5, Leases—Varda Sublease, to the Notes to Consolidated Financial Statements included elsewhere in this report. On October 7, 2025, we entered into a letter agreement with the Landlord and the Subtenant, pursuant to which, among other things, the Landlord provided its consent to the Varda Sublease. Concurrently with our execution of the Original Lease, we delivered to the Landlord a letter of credit in the amount of $12.5 million, as security for the performance of our obligations under the Campus Lease. In connection with the Varda Sublease, we entered into the Fourth Amendment to Lease dated as of October 7, 2025 with the Landlord, whereby the parties agreed to amend the schedule for reduction of our letter of credit to: (i) $8.25 million on November 9, 2026; (ii) $6.25 million on November 9, 2027; and (iii) $3.125 million on November 9, 2028; provided we are not then in default of our obligations under the Campus Lease. As of December 31, 2025, we had $13.6 million in restricted cash, which was comprised of $12.6 million to secure the letter of credit delivered to our landlord as security for the performance of our obligations under our Campus Lease, and $1.0 million to secure a letter of credit associated with a third party contract manufacturer in Europe. As of December 31, 2025, Restricted cash, current of $4.4 million was associated with the Campus Lease. As of December 31, 2025 and 2024, $9.3 million and $12.6 million, respectively, of the restricted cash was included in Restricted cash, non-current. See Note 5, Leases, and Note 12, Commitments and Contingencies—Leases, to the Notes to Consolidated Financial Statements included elsewhere in this report. The lease on our Manhattan Beach Project Innovation Center expired on January 31, 2024. Given our intention to reduce our overall operating expenses and cash expenditures, on February 2, 2024, we terminated the agreement to purchase a property adjacent to our manufacturing facility in Enschede, the Netherlands (the “Enschede Property”) and the security deposit was returned to us, and subsequently paid to the purchaser of the property to be applied towards the deposit and future lease payments. We entered into the 103 Enschede Property Lease with the purchaser of the property to lease the approximately 114,000 square foot property for an initial period of five years with an option to renew for an additional five years at an annual rent of approximately €1.0 million. The Enschede Property Lease is classified as a finance lease in our consolidated balance sheet as of December 31, 2025. China Investment and Lease Agreement In 2020, we and our subsidiary, BYND JX, entered into an investment agreement with the Administrative Committee (the “JX Committee”) of the Jiaxing Economic & Technological Development Zone (the “JXEDZ”) pursuant to which, among other things, BYND JX has agreed to make certain investments in the JXEDZ in two phases of development, and we have agreed to guarantee certain repayment obligations of BYND JX under such agreement. In the year ended December 31, 2024, we received $0.5 million in subsidies from the JXEDZ Finance Bureau. No such subsidies were received in the year ended December 31, 2025. As of December 31, 2025, we had invested $22.5 million as the registered capital of BYND JX that included $0.5 million to fund the cessation of our operational activities in China, and advanced $20.0 million to BYND JX. See Note 12, Commitments and Contingencies—China Investment and Lease Agreement, to the Notes to Consolidated Financial Statements included elsewhere in this report. As part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our operational activities in China, which ceased as of the end of 2025. The Planet Partnership In 2021, we entered into TPP, a joint venture with PepsiCo, Inc., to develop, produce and market innovative snack products made from plant-based protein. In the years ended December 31, 2025, 2024 and 2023, we recognized our share of the net losses in TPP in the amount of $78,000, $73,000 and $3.9 million, respectively. As of December 31, 2025 and 2024, we had contributed our share of the investment in TPP in the amount of $27.6 million. See Note 2, Summary of Significant Accounting Policies—Investment in Joint Venture, Note 12, Commitments and Contingencies—The Planet Partnership, and Note 15, Related Party Transactions—TPP, to the Notes to Consolidated Financial Statements included elsewhere in this report. Purchase Commitments In 2022, we entered into a co-manufacturing agreement (“Agreement”) with a co-manufacturer to manufacture various products. The Agreement included a minimum order quantity commitment per month and an aggregate quantity over a five-year term. On November 21, 2023, we terminated the Agreement because the co-manufacturer failed to meet its obligations under the Agreement and recorded $4.4 million in termination-related charges. In March 2024, the co-manufacturer brought an action against us in a confidential arbitration proceeding. See Note 12, Commitments and Contingencies—Litigation—Arbitration with Former Co-Manufacturer, to the Notes to Consolidated Financial Statements included elsewhere in this report. On July 1, 2023, we and Roquette entered into a second amendment (the “Second Amendment”) to our pea protein supply agreement dated January 10, 2020, as amended by the first amendment dated August 3, 2022 (the “First Amendment”). Pursuant to the Second Amendment, the terms of the agreement and existing purchase commitments set forth in the First Amendment were revised and extended through December 31, 2025. Pursuant to the Second Amendment, the purchase commitment was revised such that we committed to purchase pea protein inventory totaling $17.0 million in 2025, of which none remained as of December 31, 2025. Subsequent to the year ended December 31, 2025, we entered into a new sales agreement with Roquette for an initial two-year term expiring on December 31, 2027. See Note 17, Subsequent Events—Roquette Sales Agreement, to the Notes to Consolidated Financial Statements included elsewhere in this report. In 2023, as part of our Global Operations Review, we wrote off $5.0 million in prepayments for an option to purchase pea protein inventory in the future that we estimated that we may not be able to use. 104 As of December 31, 2025, we had approximately $3.2 million in outstanding purchase order commitments for capital expenditures primarily to purchase property, plant and equipment including machinery and equipment, payments for which will be due within twelve months of December 31, 2025. Settlement of Consumer Class Actions Regarding Protein Claims On May 6, 2024, we entered into a confidential binding settlement term sheet with respect to certain consumer class action lawsuits that originated in 2022. On July 8, 2024, the parties entered into a class action settlement agreement, pursuant to which we agreed to contribute $7.5 million to a settlement fund in full satisfaction of all settlement costs and attorneys’ fees. We paid $250,000 to the settlement fund in August 2024. The final effective date of the settlement agreement was April 24, 2025. We recorded $7.5 million in selling, general and administrative (“SG&A”) expenses in our condensed consolidated statement of operations and paid $250,000 in the year ended December 31, 2024, and included $7.25 million in Accrued litigation settlement costs in our consolidated balance sheets as of December 31, 2024. We paid our final payment of $7.25 million into escrow by May 14, 2025. The court appointed settlement administrator will handle distributions to the class. See Note 12, Commitments and Contingencies—Litigation—Consumer Class Actions Regarding Protein Claims, to the Notes to Consolidated Financial Statements included elsewhere in this report. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements or any holdings in variable interest entities. Segment Information We have one operating segment and one reportable segment, in the plant-based meat industry, offering a portfolio of revolutionary plant-based meat. Our CODM, who is our Chief Executive Officer and President, reviews operating results to make decisions about allocating resources and assessing performance for the entire company. We derive revenue primarily in North America and Europe and manage the business activities on a consolidated basis. Our CODM allocates resources and assesses performance at the consolidated level. Critical Accounting Policies and Estimates In preparing our financial statements in accordance with GAAP, we are required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs and expenses, and disclosure of contingent assets and liabilities that are reported in the financial statements and accompanying disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates and assumptions. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain. Therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates and assumptions. See Note 2, Summary of Significant Accounting Policies, to the Notes to Consolidated Financial Statements included elsewhere in this report for information about these critical accounting policies as well as a description of our other accounting policies. Revenue Recognition Our revenues are generated through sales of our products to distributors or customers. Revenue is recognized at the point in which the performance obligation under the terms of a contract with the customer 105 have been satisfied and control has transferred. Our performance obligation is typically defined as the accepted purchase order, the direct-to-consumer order, or the contract, with the customer which requires us to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. We generally do not offer warranties or a right to return on the products we sell except in the instance of a product recall or other limited circumstances. Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling the performance obligation. Sales and other taxes we collect concurrently with the sale of products are excluded from revenue. Our normal payment terms vary by the type and location of our customers and the products offered. The time between invoicing and when payment is due is not significant. None of our customer contracts as of December 31, 2025 contains a significant financing component. We routinely offer sales discounts and promotions through various programs to our customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. 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. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. We recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. The incremental cost to obtain contracts was not material. Inventories and Cost of Goods Sold Inventories are recorded at lower of cost or net realizable value. We account for inventory using the weighted average cost method. In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw materials, direct labor and overhead costs. Weighted average cost method is used to absorb raw materials, direct labor, and overhead into inventory. We review inventory quantities on hand and record an estimated provision for excess and obsolete inventory based primarily on historical and forecasted demand, estimated shelf life of various raw materials and packaging, work in process and finished goods inventory, as well as the age of the inventory, among other factors. We perform both quantitative and qualitative assessments of our inventory on hand to estimate the potential value of inventory that may not provide future economic value to us for various reasons, which may include, among other things, obsolescence due to changes in product formulations, packaging formats or strategic decisions to exit certain product lines; expiration of certain inventories due to under-consumption relative to purchased quantities; damaged, lost or contaminated inventories; and excess quantities of certain inventories relative to actual demand or forecasts, or as a result of significant changes in demand for our products. Upon estimating the value of such inventory amounts, we record a provision to reduce the carrying value of inventory on our balance sheet by such amount with a corresponding increase in cost of goods sold. These inventory provisions are adjusted quarterly based on the factors noted above by a write-down of inventory and increase in cost of goods sold from period to period. Impairment of Long-Lived Assets Long-lived assets, including, but not limited to, property, plant and equipment, lease right-of-use assets, and prepaid lease costs, are reviewed by management for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows expected from the use of the asset plus the residual value from the ultimate disposal will be less than the carrying value of the asset. If the estimated recoverable amounts are less than the carrying value of the asset, then such assets are written down to their estimated fair value and an impairment 106 loss is recognized based on the difference between the carrying value of the assets and their estimated fair values. We consider all of our long-lived assets to represent a single entity-wide asset group for the purpose of long-lived asset impairment assessment, excluding those sublease assets associated with the Varda Sublease (as described in Note 5, Leases, to the Notes to Consolidated Financial Statements included elsewhere in this report). Management considers the subleased portion of the lease assets to represent a separate asset group, as these assets generate identifiable cash flows that are largely independent from the remainder of the entity-wide assets. Fair values for the entity-wide asset group are estimated using the market approach and the income approach is utilized for the sublease asset group. The significant assumptions used in determining the fair value under the market approach relate to relevant market-based transactions and selected control premium. The significant assumptions used in estimating fair value under the income approach relate to forecasted cash flows, and the selected discount rate used in the discounted cash flow model under the income approach. The fair value of Property, plant and equipment is estimated using the replacement cost method, which is based on the cost to acquire a comparable asset in current market conditions, adjusted for accumulated economic depreciation and an in-utility adjustment to account for the loss of service potential not reflected by physical depreciation. The fair value of the right-of-use lease assets and prepaid lease costs, non-current are estimated using an income approach based on market-based rental rates for the relevant markets and property types and the selected discount rate. Significant assumptions used include estimated sublease payments, a period of vacancy before the sublease commences and expenses incurred to sublease the space. Property, Plant and Equipment and Estimate of Useful Lives During the first quarter of 2023, we completed a reassessment of the useful lives of our large manufacturing and research and development equipment, and determined that we should increase the estimated useful lives for certain of our equipment from a range of 5 to 10 years a uniform 10 years. The timing of this reassessment was based on a combination of factors accumulating over time, including historical useful life information and changes in our planned use of the equipment, that provided us with updated information that allowed us to make a better estimate of the economic lives of such equipment. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. This change in accounting estimate decreased depreciation expense for 2023 by $21.0 million, impacting cost of goods sold and research and development expenses by $19.0 million and $2.0 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders in 2023 by $0.33. Recently Adopted Accounting Pronouncements Please refer to Note 2, Summary of Significant Accounting Policies, to the Notes to Consolidated Financial Statements included elsewhere in this report for a discussion of recently adopted accounting pronouncements and new accounting pronouncements that may impact us. 107