Share-Based Compensation

6 Months Ended

Jun. 27, 2026

Share-Based Payment Arrangement [Abstract]

Amended and Restated 2018 Equity Incentive Plan

In connection with the Exchange Offer completed in October 2025, the board of directors of the Company approved an amendment and restatement (the “Amended and Restated 2018 Equity Incentive Plan”) of the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder. The final settlement date occurred on October 30, 2025 (the “Final Settlement Date”) and the stockholders approved the Amended and Restated 2018 Equity Incentive Plan on November 19, 2025.

Pursuant to the Amended and Restated 2018 Equity Incentive Plan, subject to the share counting provisions and the adjustment provisions under the Amended and Restated 2018 Equity Incentive Plan in the event of certain corporate transactions, the number of shares reserved for issuance is equal to the sum of the following:

•The number of shares of common stock reserved for issuance under the 2018 Equity Incentive Plan prior to the Amended and Restated 2018 Equity Incentive Plan Effective Date (which, as of September 27, 2025, was 27,349,482 shares); plus

•On the date following the Final Settlement Date, a number of shares of the Company’s common stock, representing 12.5% (rounded up to the nearest whole share) of the Fully-Diluted Shares Outstanding (as defined below) on the date following the Final Settlement Date (which number of shares of common stock was 69,009,600); plus

•On any date following the Final Settlement Date on which shares of the Company’s common stock are issued in respect of the 2030 Notes, including the conversion or equitization of the 2030 Notes (including any 2030 Notes issued as paid in kind interest) into shares of common stock, or payment of accrued interest or make-whole payments in the form of common stock, or otherwise (such shares of common stock, “Conversion Shares”), which shares are in excess of the sum of any Conversion Shares taken into account in a previous Anti-Dilution Increase (as defined below), an additional number of shares equal to 12.5% (rounded up to the nearest whole share) of the total number of additional Conversion Shares so issued. Each increase pursuant to this paragraph is referred to as an “Anti-Dilution Increase”; plus

•An annual increase on January 1 of each calendar year during the term of the Amended and Restated 2018 Equity Incentive Plan commencing January 1, 2027 and ending on and including January 1, 2035, equal to the lesser of (a) 3.0% of the Fully-Diluted Shares Outstanding on such date or (b) such number of shares of common stock determined by the administrator of the Amended and Restated 2018 Equity Incentive Plan.

Under the Amended and Restated 2018 Equity Incentive Plan, the term “Fully-Diluted Shares Outstanding” means, as of any date, the sum of:

•The number of shares of the Company’s common stock outstanding on such date (calculated on an as-converted basis after giving effect to the occurrence of the Final Settlement Date, which includes the shares of common stock reserved for potential issuance under outstanding warrants and any shares of the Company’s common stock issued in the Exchange Offer but excluding the shares of common stock issuable in the future (but not yet issued) under the 2030 Notes following such date); plus

•The number of shares of the Company’s common stock subject to the equity awards (including stock options) outstanding under the Company’s equity plans on such date (with the number of shares subject to performance-based equity awards calculated at the “maximum” level of performance); plus

•The number of shares of the Company’s common stock available for future issuance under the Company’s equity plans as of such date (for the avoidance of doubt, on the date following the Final Settlement Date, including the share reserve under the Amended and Restated 2018 Equity Incentive Plan as of such date after giving effect to the Exchange Offer).

Additionally, in 2025, the Company’s board of directors approved grants of RSUs and PSUs (the “MIP Awards”) under the Amended and Restated 2018 Equity Incentive Plan to certain key employees. The MIP Awards were granted, in part, out of the increase to the share reserve pursuant to the Amended and Restated 2018 Equity Incentive Plan (over the existing share reserve under the 2018 Equity Incentive Plan as in effect immediately prior to the Amended and Restated 2018 Equity Incentive Plan Effective Date), subject to the occurrence of the Final Settlement Date and subject, in part, to stockholder approval of the Amended and Restated 2018 Equity Incentive Plan. Each MIP Award recipient received awards with respect to a number of shares of the Company’s common stock equal to a specified percentage of the Fully-Diluted Shares Outstanding on the date following the Final Settlement Date, subject to certain antidilution adjustments.

The Amended and Restated 2018 Equity Incentive Plan may be amended, suspended or terminated by the Company’s board of directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Amended and Restated 2018 Equity Incentive Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s board of directors, the Amended and Restated 2018 Equity Incentive Plan will automatically terminate on September 28, 2035.

The Amended and Restated 2018 Equity Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to the Company’s employees, directors, and consultants. As of January 1, 2026, the maximum aggregate number of shares that may be issued under the Amended and Restated 2018 Equity Incentive Plan was 96,359,368 shares. There were Anti-Dilution Increases totaling 7,176,019 shares, including shares reserved for Anti-Dilution Increases in respect of the PSU awards, resulting from the issuance of an aggregate of 57,408,142 Conversion Shares in the six months ended June 27, 2026. There was no automatic annual increase to the number of shares reserved for issuance on January 1, 2026 under the terms of the Amended and Restated 2018 Equity Incentive Plan.

The following table summarizes the shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan:


						Shares Available for Issuance
Shares available for issuance at December 31, 2025(1)						10,310,481
Authorized						7,176,019
Granted						(11,106,936)
Shares withheld to cover taxes						3,234,470
Forfeited(2)						976,394
Shares available for issuance at June 27, 2026(3)						10,590,428

____________

(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 target is achieved.

(2) Includes forfeiture of 74,714 shares reserved for issuance for a potential 200% achievement of the Tranche 2 2024 PSUs. See Performance Stock Units—2024 PSUs below.

(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 in 2025 (MIP PSUs), including 1,913,097 shares reserved for issuance pursuant to Anti-Dilution Increases in respect of the MIP PSUs, in the six months ended June 27, 2026, at maximum payout. Includes 70,946 shares reserved for issuance pursuant to 2024 PSUs if 200% of the applicable performance target is achieved.

At June 27, 2026 and December 31, 2025, there were 4,640,161 and 3,974,337 shares, respectively, issuable under stock options outstanding; 42,026,622 and 35,344,345 shares, respectively, issuable under unvested restricted stock units (“RSUs”) outstanding; 70,946 and 145,660 shares, respectively, issuable under unvested 2024 PSUs outstanding; 70,946 and 145,660 shares, respectively, reserved for issuance under unvested 2024 PSUs outstanding if 200% of the applicable performance target is achieved; 18,396,586 and 27,998,591 shares reserved for issuance under MIP PSUs if 150% of the applicable performance target is achieved; 1,913,097 and 126 shares reserved for Anti-Dilution Increases with respect to PSUs at maximum performance; 19,857,699 and 18,807,587 shares, respectively, issued for stock option exercises, RSU settlement and restricted stock grants; and 10,590,428 and 10,310,481 shares, respectively, available for grant under the Amended and Restated 2018 Equity Incentive Plan.

2026 Employment Inducement Equity Incentive Plan

Effective as of March 30, 2026, the board of directors of the Company approved the Beyond Meat, Inc. 2026 Employment Inducement Equity Incentive Plan (the “Inducement Plan”). The terms of the Inducement Plan are substantially similar to the terms of the Company’s Amended and Restated 2018 Equity Incentive Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The board of directors has initially reserved 10,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of the Company or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The following table summarizes the shares available for issuance under the Inducement Plan:


						Shares Available for Issuance
Shares available for issuance at December 31, 2025						—
Authorized						10,000,000
Granted						(566,315)
Forfeited						—
Shares available for issuance at June 27, 2026						9,433,685

Stock Options

Following are the assumptions used in the Black-Scholes valuation model for options granted under the Amended and Restated Equity Incentive Plan and the 2026 Inducement Plan during the periods shown below:

Three Months Ended

Six Months Ended

June 27, 2026

June 28, 2025

June 27, 2026

June 28, 2025

Risk-free interest rate

4.0%

N/A

4.0%

N/A

Average expected term (years)

4.0

N/A

4.0

N/A

Expected volatility

113.9%

N/A

113.9%

N/A

Dividend yield

N/A

Option grants to employees in the six months ended June 27, 2026 generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period, subject to continued employment through the vesting date. There were no option grants in the six months ended June 28, 2025.

The following table summarizes the Company’s stock option activity during the six months ended June 27, 2026 under the Amended and Restated 2018 Equity Incentive Plan and the 2026 Inducement Plan:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)(1)
Outstanding at December 31, 2025	3,974,337	$	25.24	5.3	$	—
Granted(2)	790,900	$	0.83	—	$	—
Exercised	—	$	—	—	$	—
Canceled/Forfeited	(125,076)	$	6.80	—	$	—
Outstanding at June 27, 2026	4,640,161	$	21.58	5.9	$	—
Vested and exercisable at June 27, 2026	3,384,913	$	27.73	4.8	$	—
Vested and expected to vest at June 27, 2026	4,485,683	$	22.19	5.8	$	—

____________

(1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option. Aggregate intrinsic value of shares outstanding at the beginning and end of the reporting period is calculated as the difference between the value of common stock on the beginning and end dates, respectively, and the exercise price multiplied by the number of shares outstanding.

(2) Includes 236,221 options granted under the 2026 Inducement Plan.

In the three months ended June 27, 2026 and June 28, 2025, the Company recorded $1.0 million and $1.5 million, respectively, of share-based compensation expense related to options. In the six months ended June 27, 2026 and June 28, 2025, the Company recorded $2.0 million and $3.5 million, respectively, of share-based compensation expense related to options. Share-based compensation expense in the three and six months ended June 27, 2026, included $0.2 million for extending an option grant expiration date by an additional five years for an executive officer. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s unaudited condensed consolidated statements of operations.

As of June 27, 2026, there was $3.6 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average vesting period of 0.8 years.

Restricted Stock Units

RSU grants to employees in the six months ended June 27, 2026, generally vest: 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award, subject to continued employment through the vesting date. In addition, RSU awards in the six months ended June 27, 2026 included the Anti-Dilution Increases on RSU awards discussed below.

RSU grants to employees in the six months ended June 28, 2025 generally vest: (1) 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award; or (ii) 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, each subject to continued employment through the vesting date. RSU grants to a non-employee consultant and a brand ambassador in the six months ended June 28, 2025 vest on varying dates, subject to continued service through the vesting dates.

RSU grants to directors on the Company’s board of directors in the six months ended June 27, 2026 vest on the earlier to occur of (i) the one-year anniversary of the grant date, and (ii) the day prior to the first annual meeting of stockholders following the grant date, in each case, subject to; continued service through the vesting

date, accelerated vesting upon a Change in Control (as defined in the Amended and Restated 2018 Equity Incentive Plan); and, if elected by the director, deferral of the receipt of the shares underlying the RSUs upon vesting of the RSUs in accordance with a deferral election provided by the Company. There were no RSU grants to directors in the six months ended June 28, 2025.

MIP Awards—RSUs

As mentioned above, in 2025, the Company granted to certain key employees MIP awards in the form of RSUs, a component of which vested on December 31, 2025. A portion of the MIP awards was also granted in the form of RSUs that vest over a two-year period, with 50% vesting at the end of the first year on December 31, 2026, and the remainder, thereafter vesting ratably at the end of each calendar quarter of the following year, fully vesting on December 31, 2027.

Anti-Dilution Increases

In the six months ended June 27, 2026, pursuant to the 2030 Notes Indenture (See Note 9—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. As a result of this conversion and pursuant to their award agreements, the Company issued an aggregate of 4,264,723 anti-dilution RSUs to the recipients of the MIP awards in the six months ended June 27,2026.

The following table summarizes the Company’s RSU activity during the six months ended June 27, 2026 under the Amended and Restated 2018 Equity Incentive Plan and the 2026 Inducement Plan:


	Number of Units	Weighted Average Grant Date Fair Value Per Unit
Unvested at December 31, 2025	35,344,345	$	1.27
Granted(1)	8,416,517	$	0.48
Vested(2)	(1,029,982)	$	3.92
Canceled/Forfeited	(704,258)	$	1.68
Unvested at June 27, 2026	42,026,622	$	1.04

____________

(1) Includes 4,264,723 RSUs granted pursuant to Anti-Dilution Increases resulting from the conversion of $68.8 million in aggregate principal amount of the 2030 Notes into 57,408,142 shares of the Company’s common stock. Also includes 330,094 RSUs granted pursuant to the 2026 Inducement Plan.

(2) Includes 363,510 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future issuance pursuant to the Amended and Restated 2018 Equity Incentive Plan.

In the three months ended June 27, 2026 and June 28, 2025, the Company recorded $6.2 million including $4.7 million in incremental share-based compensation expense related to the Exchange Offer, and $2.6 million, respectively, of share-based compensation expense related to RSUs. In the six months ended June 27, 2026 and June 28, 2025, the Company recorded $11.7 million including $8.4 million in incremental share-based compensation expense related to the Exchange Offer, and $6.2 million, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s unaudited condensed consolidated statements of operations. In the six months ended June 27, 2026, the Company paid $2.7 million in payments of minimum withholding taxes and withheld 2,870,960 shares on net share settlement of MIP RSU awards that vested in 2025 and Anti-Dilution Increases on those MIP RSU awards that occurred in the six months ended June 27, 2026.

As of June 27, 2026, there was $37.0 million in unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted average vesting period of 0.9 years.

Performance Stock Units

2024 PSUs

On March 1, 2024, the Company granted a target amount of $3.3 million in PSUs with market-based and service-based vesting conditions to certain executive officers (the “2024 PSUs”). The market-based performance condition is based on the Company’s total shareholder return (“TSR”) relative to a TSR comparator group (“Relative TSR Performance”) for each performance period. The TSR comparator group includes the companies included in the S&P Food and Beverage Select Industry Index, excluding companies in the S&P 500, as of the beginning of each of the three performance periods that apply to the 2024 PSUs (each performance period begins on January 1, 2024 and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively). The market-based performance condition allows for a range of vesting from 0% to 200% of the target amount, depending on the Company’s Relative TSR Performance for the applicable performance period, as determined by the Company’s Human Capital Management and Compensation Committee (“HCMCC”) within 60 days following the end of the performance period. In addition to the market-based vesting condition, these 2024 PSUs are subject to the continued service of the executive officers through the last day of the applicable performance period. 2024 PSUs that are unvested three months following the end of the performance period will be forfeited and returned to the Amended and Restated 2018 Equity Incentive Plan on that date, or such earlier date as determined by the HCMCC.

The fair value of 2024 PSUs is measured on the grant date using a Monte Carlo simulation. Each of the three performance periods is considered an individual tranche of the award referred to below as “Tranche I,” “Tranche II” and “Tranche III,” respectively.


	Number of Units	Grant Date Fair Value Per Unit		Performance Period
Tranche I	80,307	$	13.49	January 1, 2024 - December 31, 2024
Tranche II	74,714	$	14.50	January 1, 2024 - December 31, 2025
Tranche III	70,946	$	15.27	January 1, 2024 - December 31, 2026

The shares subject to each performance period (the “Target PSUs”) vest on the last day of the respective performance period in an amount equal to the applicable percentage set forth below for the Relative TSR Performance for such performance period, so long as the applicable executive remains a service provider through such date:


Relative TSR Performance(1)						Percentage Applicable to the Relative TSR Performance
Less than 30th percentile						0%
30th percentile						50%
50th percentile						100%
80th percentile and above						200%

____________

(1)Straight-line interpolation shall determine the Percentage Applicable to the Relative TSR Performance when Relative TSR Performance is between the 30th and 50th percentiles or between the 50th and 80th percentiles.

On February 3, 2026 and February 4, 2025, the HCMCC determined that the Company’s Relative TSR Performance for the Tranche II PSUs and Tranche I PSUs, respectively, was less than the 30th percentile,

resulting in 0% of the Tranche II and Tranche I Target PSUs vesting. Accordingly, the unvested Tranche II and Tranche I Target PSUs were forfeited and returned to the Amended and Restated 2018 Equity Incentive Plan share reserve for future issuance under the Amended and Restated 2018 Equity Incentive Plan.

The market-based performance condition used for the 2024 PSU awards is based upon the Company’s Relative TSR Performance, which is considered to be a market condition under FASB ASC Topic 718, for each performance period. Consistent with FASB ASC Topic 718, the full grant date fair value (at target performance) for the market-related TSR component for all three tranches of the 2024 PSU awards is included in the amounts shown. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The fair value of the 2024 PSUs is measured on the grant date using a Monte Carlo simulation. The following valuation assumptions were used in the Monte Carlo simulation for the 2024 PSUs granted on March 1, 2024:


Assumption						As of March 1, 2024
Expected term (years)						2.8
Expected volatility						78.7%
Average correlation						21.4%
Risk-free interest rate						4.36%
Dividend yield						0%
Measurement date stock price						$9.77

•Expected Term: The expected term is based on the grant date of the 2024 PSU awards (3/1/2024) through the end of the performance period (12/31/2026).

•Expected Volatility and Correlation Assumptions: Volatility and correlation measures were based on three years of daily historical stock price data through March 1, 2024.

•Starting TSR: Starting TSR was calculated for the Company and each of the companies in the TSR comparator group based on the closing price on the date of grant compared to the closing price on the trading day immediately preceding the beginning of each of the performance periods.

•Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release with a term corresponding to the remaining length of the performance period.

•Dividend Yield Assumption: For purposes of calculating TSR, which is inclusive of dividend payments, the dividend yield assumption is zero (i.e., stock prices include amounts that would otherwise have been paid as dividends). For purposes of discounting projected payouts to determine the fair value, the dividend yield assumption is also zero because the Company is a non-dividend paying company.

The following table summarizes the Company’s 2024 PSU activity during the six months ended June 27, 2026:


	Number of Units	Weighted Average Grant Date Fair Value Per Unit
Unvested at December 31, 2025	145,660	$	14.88
Granted	—	$	—
Vested	—	$	—
Canceled/Forfeited	(74,714)	$	14.50
Unvested at June 27, 2026	70,946	$	15.27

The total grant date fair value of the 2024 PSUs was determined to be $3.3 million, with each tranche of 2024 PSUs representing $1.1 million of the total expense. The requisite service period for each tranche of 2024 PSUs is 10 months, 22 months and 34 months, respectively. Share-based compensation expense related to 2024 PSUs is recognized on a straight-line basis over their requisite service periods, regardless of whether the market vesting condition is ultimately satisfied. Share-based compensation expense is not reversed if the achievement of the market vesting condition does not occur.

In the three months ended June 27, 2026, the Company recorded $0.1 million of share-based compensation expense related to Tranche III of the 2024 PSUs. In the three months ended June 28, 2025, the Company recorded $0.2 million of share-based compensation expense related to Tranche II and III of the 2024 PSUs. In the six months ended June 27, 2026, the Company recorded $0.2 million of share-based compensation expense related to Tranche III of the 2024 PSUs. In the six months ended June 28, 2025, the Company recorded $0.5 million of share-based compensation expense related to Tranche II and III of the 2024 PSUs. The share-based compensation expense is included in SG&A expenses in the Company’s unaudited condensed consolidated statements of operations.

As of June 27, 2026, there was $0.2 million in unrecognized compensation expense related to unvested 2024 PSUs which is expected to be recognized over a weighted average vesting period of 0.5 years.

MIP PSUs

Pursuant to the Amended and Restated 2018 Equity Incentive Plan, in 2025, the board of directors of the Company approved aggregate awards of  27,998,717 PSUs (at “maximum” performance) to certain key employees (the “MIP PSUs”). The MIP PSUs will be earned based on the achievement of annual performance goals measured over two annual performance periods (2026 and 2027), with performance goals to be set based on metrics to be established by the Company’s board of directors upon recommendation from the Company’s human capital management and compensation committee. Earned MIP PSUs will vest as soon as practicable following the end of the applicable annual performance period and following certification of results (but in all events prior to the following March 15), subject to continued service through the vesting date.

As of June 27, 2026, 10,154,868 of the MIP PSU awards were deemed granted for purposes of ASC 718 upon establishment of the applicable company metrics and related performance goals based on net revenues and cost of goods sold per pound excluding extraordinary and/or nonrecurring items for the performance period of January 1, 2026 to December 31, 2026 and cash balance for the year ending December 31, 2026.

The following table summarizes the Company’s MIP PSU activity during the six months ended June 27, 2026:


	Number of Units	Weighted Average Grant Date Fair Value Per Unit
Unvested at December 31, 2025	—	$	—
Granted	10,154,868	$	—
Vested	—	$	—
Canceled/Forfeited	—	$	—
Unvested at June 27, 2026	10,154,868	$	—

As of June 27, 2026, the Company estimated that only a certain portion of the metrics were probable of vesting. Therefore, the share-based compensation expense related to MIP PSU awards for the first performance period was not significant.

Employee Stock Purchase Plan

As of June 27, 2026, the maximum aggregate number of shares that may be issued under the 2018 Employee Stock Purchase Plan (“2018 ESPP”) was 4,557,105 shares of common stock, including an increase of 536,130 shares effective January 1, 2026 under the terms of the 2018 ESPP. The 2018 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the 2018 ESPP.