v3.26.1
Stockholders’ Equity (Deficit)
 6 Months Ended
Jun. 27, 2026
Equity [Abstract]  
Stockholders’ Equity (Deficit) Stockholders’ Equity (Deficit)
As of June 27, 2026, the Company’s shares consisted of 3,000,000,000 authorized shares of common stock, par value $0.0001 per share, of which 515,793,219 shares of common stock were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding.
As of December 31, 2025, the Company’s shares consisted of 3,000,000,000 authorized shares of common stock, par value $0.0001 per share, of which 453,688,312 shares were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding.
The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock.
Common Stock
Common stock reserved for future issuance consisted of the following:
June 27, 2026December 31, 2025
Equity incentive compensation awards granted and outstanding56,308,520 39,464,342 
Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan(1)(2)(3)
10,024,113 10,310,481 
Shares available for issuance under the 2026 Employment Inducement Equity Incentive Plan9,433,685 — 
Shares available for issuance under the 2018 Employee Stock Purchase Plan4,557,105 4,020,975 
Shares reserved for potential issuance under the 2030 Notes(4)
86,660,407 120,000,000 
Shares reserved for potential issuance under the Delayed Draw Term Loan Warrants9,558,635 9,558,635 
Shares reserved for potential issuance under the BG Warrant—Tranche 12,500,000 — 
Shares reserved for potential issuance under the BG Warrant—Tranche 21,666,667 — 
Total common stock reserved for future issuance180,709,132 183,354,433 
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(1) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan includes 70,946 and 145,660 shares at June 27, 2026 and December 31, 2025, respectively, that may be issued pursuant to 2024 PSUs if 200% of the applicable performance targets are achieved. See Note 11.
(2) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan includes 10,154,868 shares at June 27, 2026 including 9,198,298 MIP shares and 956,570 antidilution shares at June 27, 2026, that may be issued pursuant to PSUs (at “maximum” performance) to certain employees (the “MIP PSUs”) granted in 2026 if 150% of the applicable performance target is achieved.
(3) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan at June 27, 2026 after deducting 20,309,683 shares that are reserved for issuance under MIP PSU awards to certain key employees, including 1,913,097 shares reserved pursuant to Anti-Dilution Increases in respect of the MIP PSU awards in the six months ended June 27, 2026, at maximum payout.
(4) As of June 27, 2026 and December 31, 2025, up to approximately 86,660,407 and 120,000,000 additional shares, respectively, may be issuable upon conversion of the 2030 Notes at the base conversion rate (prior to giving effect to any make-whole payments payable upon such conversion), in addition to issuances of common stock in connection with the
payment of interest in the form of common stock, mandatory equitizations and issuances with respect to additional 2030 Notes issued as payment-in-kind interest, that, in each case, may be resold in the public market.
Warrants
Delayed Draw Term Loan Warrants
On May 7, 2025, in connection with the entry into the Loan and Security Agreement, the Company and the Lenders entered into the Delayed Draw Term Loan Warrant Agreement setting forth the rights and obligations of the Company and the Lenders. See Note 5 and Note 9.
Big Geyser Warrants
On April 15, 2026, Beyond Meat, Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with Big Geyser, Inc. (“Big Geyser”), pursuant to which Big Geyser will sell, distribute, market and assist in the promotion of the Company’s products.
On June 22, 2026, in connection with the Distribution Agreement, the Company and Big Geyser entered into two separate warrant agreements (each as further described below) setting forth the rights and obligations of the Company and Big Geyser in connection with warrants representing Big Geyser’s right to purchase up to, in the aggregate, 4,166,667 shares of the Company’s common stock, par value $0.0001 per share.
Tranche 1 Warrant Agreement
The first warrant (the “BG Tranche 1 Warrant”) entitles Big Geyser to purchase up to an aggregate of 2,500,000 shares of common stock at an exercise price of $0.60 per share. The BG Tranche 1 Warrant is exercisable by Big Geyser, in whole or in part, at any time, or from time to time, prior to the expiration of the warrant agreement governing the BG Tranche 1 Warrant (the “BG Tranche 1 Warrant Agreement”), by tendering to the Company at its principal office a notice of exercise. Promptly upon receipt of such exercise notice and the payment of the exercise price, and in no event later than two (2) business days thereafter, the Company will issue to Big Geyser the whole number of shares of common stock purchased plus an amount in cash representing any fractional share of common stock otherwise due upon such exercise.
The BG Tranche 1 Warrant will be exercisable by payment in cash from time to time until or prior to 5:00 p.m. (Eastern Time) on the eighteen-month anniversary of the initial issuance of the BG Tranche 1 Warrant. The BG Tranche 1 Warrant is subject to adjustment from time to time in accordance with the provisions of the BG Tranche 1 Warrant Agreement, including a weighted average adjustment for certain below-market issuances of equity or equity-linked securities, subject to exceptions set forth in the BG Tranche 1 Warrant Agreement. The BG Tranche 1 Warrant may not be transferred or assigned to any person other than Permitted Transferees (as defined in the BG Tranche 1 Warrant Agreement) without the prior written consent of the Company.
The Company determined that the BG Tranche 1 Warrant met the definition of an equity-classified award and is presented in permanent equity as part of Additional paid in capital in the Company’s unaudited condensed consolidated statement of stockholder’s equity (deficit) as of June 27, 2026. The Company also determined that the BG Tranche 1 Warrant represents share-based consideration payable to a customer and is not in exchange for a distinct good or service. Accordingly, the BG Tranche 1 Warrant was measured at grant-date fair value and accounted for as a reduction of revenue. The BG Tranche 1 Warrant does not contain vesting conditions and, as a result, the Company recognized the grant-date fair value of the BG Tranche 1 Warrant as a prepaid asset upon issuance and included in Other non-current assets, net, in its unaudited condensed consolidated balance sheet, which will be amortized as a reduction of revenue as the related sales to Big Geyser occur over the expected contract term. The grant-date fair value of the BG Tranche 1 Warrant was $1.2 million and was recorded in Additional paid-in capital in the Company’s unaudited condensed consolidated statement of stockholders’ equity (deficit) as of June 27, 2026.
Tranche 2 Warrant Agreement
The second warrant (the “BG Tranche 2 Warrant” and, together with the BG Tranche 1 Warrant, the “BG Warrants”) entitles Big Geyser to purchase up to an aggregate of 1,666,667 shares of common stock at an exercise price of $0.001 per share. The BG Tranche 2 Warrant is subject to certain performance-based vesting conditions based on the cumulative number of cases of the Company’s beverage products sold by Big Geyser into retail, convenience, foodservice and other outlets in the New York metropolitan area as described in the BG Tranche 2 Warrant Agreement (as defined below).
The BG Tranche 2 Warrant, if vested, is exercisable by Big Geyser, in whole or in part, at any time, or from time to time, prior to the expiration of the warrant agreement governing the BG Tranche 2 Warrant (the “BG Tranche 2 Warrant Agreement” and, together with the BG Tranche 1 Warrant Agreement, the “BG Warrant Agreements”), by tendering to the Company at its principal office a notice of exercise. Promptly upon receipt of such exercise notice and the payment of the exercise price, and in no event later than two (2) business days thereafter, the Company will issue to Big Geyser the whole number of shares of common stock purchased plus an amount in cash representing any fractional share of common stock otherwise due upon such exercise.
The BG Tranche 2 Warrant, if vested, will be exercisable by payment in cash or by way of “Net-Share Settlement” (as defined in the BG Tranche 2 Warrant Agreement) from time to time until or prior to 5:00 p.m. (Eastern Time) on the 20th business day following the expiration of the Distribution Agreement. The BG Tranche 2 Warrant is subject to adjustment from time to time in accordance with the provisions of the BG Tranche 2 Warrant Agreement, including a weighted average adjustment for certain below-market issuances of equity or equity-linked securities, subject to exceptions set forth in the BG Tranche 2 Warrant Agreement. The BG Tranche 2 Warrant may not be transferred or assigned to any person other than Permitted Transferees (as defined in the BG Tranche 2 Warrant Agreement) without the prior written consent of the Company.

As of June 27, 2026, none of the vesting conditions of the BG Tranche 2 Warrant were met, and they were not probable of being met. See Note 2.
2030 Notes Conversions
In the six months ended June 27, 2026, pursuant to the 2030 Notes Indenture, the Company issued an aggregate of 57,408,142 Conversion Shares to certain holders of the 2030 Notes upon the conversion by such holders of $68.8 million in aggregate principal amount of 2030 Notes into shares of the Company’s common stock, which resulted in Anti-Dilution Increases totaling 7,176,019 shares including shares reserved for Anti-Dilution Increases in respect of the MIP PSU awards.