PRELIMINARY PROXY MATERIALS DATED SEPTEMBER 29, 2025—SUBJECT TO COMPLETION

BEYOND MEAT, INC.

888 N. DOUGLAS STREET, SUITE 100, EL SEGUNDO, CALIFORNIA 90245

[    ], 2025

Dear Stockholders of Beyond Meat, Inc.:

On behalf of the Board of Directors (the “Board”) of Beyond Meat, Inc., a Delaware corporation (“we,” “us,” “our,” “Beyond Meat” or the “Company”), you are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/BYND2025SM, on [    ], [    ], 2025 at 8:00 a.m. Pacific Time, unless postponed or adjourned to a later date.

Background of the Special Meeting

The Special Meeting is being held to consider various proposals arising out of the Company’s offer to exchange (the “Exchange Offer”) its outstanding $1.15 billion in aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “Existing Notes”) for a combination of (i) up to $202.5 million in aggregate principal amount of newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (“New Notes”) and (ii) up to 326,190,370 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Exchange Offer is intended to address the future debt repayment obligations related to the Existing Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet.

In connection with the Exchange Offer, on September 29, 2025, the Company entered into a transaction support agreement with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Notes (the “Supporting Noteholders”) who hold approximately 47% of the aggregate principal amount of the Existing Notes (the “Transaction Support Agreement”), pursuant to which the Supporting Noteholders have individually agreed, among other things, to support the Exchange Offer, including by tendering all of their Existing Notes in the Exchange Offer.

The Exchange Offer commenced on September 29, 2025 and is expected to expire on October 28, 2025, unless extended or earlier terminated subject to the terms of the Transaction Support Agreement, with final settlement occurring promptly thereafter (the “Closing Date”). If all the conditions to the Exchange Offer are otherwise satisfied or waived, the Company will, subject to the terms of the Exchange Offer and the Transaction Support Agreement, early settle the Exchange Offer with the holders of Existing Notes that have validly tendered (and not validly withdrawn) their Existing Notes prior to October 10, 2025, which would result in the exchange of such Existing Notes occurring as early as October 15, 2025. The Company’s obligation to accept the Existing Notes for exchange is subject to the satisfaction of certain conditions, including that holders of the Existing Notes (the “Existing Noteholders”) validly tender and exchange a minimum of 85% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer and enter into the voting agreements described below, unless such conditions have been waived in accordance with the terms of the Exchange Offer and the Transaction Support Agreement. The Exchange Offer itself is not subject to stockholder approval.

In addition, the Company agreed in the Transaction Support Agreement to pay or cause to be paid to the Supporting Noteholders, in proportion to the principal amount of Existing Notes held by each such Supporting Noteholder, a non-refundable amount equal to $12.5 million in aggregate principal amount of New Notes. As a result, following the closing of the Exchange Offer, and assuming 100% participation, there would be $215.0 million in aggregate principal amount of New Notes outstanding.

The Exchange Offer is expected to result in substantial dilution to existing holders of Common Stock. Based on the number of shares of Common Stock outstanding as of June 28, 2025 and assuming the Existing Noteholders validly tender and exchange 100% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer, immediately following the Closing Date, the Existing Noteholders will own in the aggregate 326,190,370 shares, or approximately 81.0%, of the issued and outstanding Common Stock and will receive in the aggregate $215.0 million in principal amount of New Notes (inclusive of the additional $12.5 million in aggregate principal amount of New Notes to be paid to the Supporting Noteholders). Existing holders of Common Stock will be subject to further dilution in the event the New Notes convert into shares of Common Stock. Based on the number of shares of Common Stock outstanding as of June 28, 2025 and assuming the Existing Noteholders validly tender and exchange 100% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer and convert 100% of the New Notes into shares of Common Stock at the floor conversion price in the New Notes, following the Closing Date and upon such conversion, the Existing Noteholders would own, in the aggregate 547,483,764 shares, or approximately 87.7%, of the issued and outstanding Common Stock. The New Notes also contain certain provisions relating to the payment of interest in the form of Common Stock (or payment-in-kind (“PIK”) interest) as well as certain mandatory equitizations and make-whole payments that could result in further dilution. The foregoing dilution is prior to giving effect to shares of Common Stock (i) available for issuance, or that may become available for issuance, under the Company’s equity plans; (ii) issuable under outstanding awards granted under the Company’s equity plans; (iii) reserved for issuance under outstanding warrants; and (iv) available for issuance under the Company’s at-the-market offering program. Additional information concerning the Exchange Offer, the New Notes and dilution to existing holders of Common Stock is available under the sections of the accompanying proxy statement entitled “Background of the Special Meeting—Exchange Offer,” “Background of the Special Meeting—Dilution” and “Proposal No. 1 Nasdaq 5635(d) Issuance of Additional Shares.”

On September 28, 2025, the Board approved an amendment and restatement of the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “Restated Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase. The Restated Plan was effective immediately, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting.

Purpose of the Special Meeting

Our Board has called the Special Meeting to consider the following proposals, each of which is more fully described in the accompanying proxy statement:

Board Recommendation and Voting Agreements

Our Board has determined that each of the proposals is in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR” each proposal.

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the accompanying proxy statement. In addition, each other Existing Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the accompanying proxy statement. We also agreed in the voting agreements not to effectuate a reverse stock split on or prior to the Final Release Date, provided we may effectuate a reverse stock split earlier, beginning on the Early Release Date if (i) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (ii) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction. Additional information concerning the voting agreements is available under the section of the accompanying proxy statement entitled “Background of the Special Meeting—Voting Agreements.”

Conclusion

The accompanying proxy statement provides you with information about the proposals. Please read the entire proxy statement carefully. You may obtain additional information about the Company from documents we file with the Securities and Exchange Commission.

It is important that your shares be represented and voted at the Special Meeting. Please submit your proxy as soon as possible even if you plan to attend the Special Meeting. We appreciate your support regarding this matter. Only those holders of record of shares of Common Stock at 4:00 p.m. Eastern Time on [    ], 2025, the record date for the Special Meeting, will be entitled to vote at the Special Meeting or any adjournment or postponement thereof.

If you have any questions regarding the proposals or the accompanying proxy statement, how to submit your proxy or if you need additional copies of the accompanying proxy statement or proxy card, you should contact MacKenzie Partners, Inc., our proxy solicitor, toll-free at (800) 322-2885.

Thank you for your ongoing support of, and continued interest in, Beyond Meat.

Sincerely,

Ethan Brown

Founder, President, Chief Executive Officer and Board Member

BEYOND MEAT, INC.

888 N. DOUGLAS STREET, SUITE 100, EL SEGUNDO, CALIFORNIA 90245

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on [    ], [    ], 2025

Dear Stockholders of Beyond Meat, Inc.:

On behalf of the Board of Directors (the “Board”) of Beyond Meat, Inc., a Delaware corporation (“we,” “us,” “our,” “Beyond Meat” or the “Company”), you are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/BYND2025SM, on [    ], [    ], 2025 at 8:00 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:

The Board has fixed 4:00 p.m. Eastern Time on [    ], 2025 as the record date (the “Record Date”) for the Special Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Special Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

This Notice of Special Meeting of Stockholders, the proxy statement, and the proxy card are being sent to stockholders beginning on or about [    ], 2025. The proxy card or voting instructions received from your broker, bank or other nominee provide instructions on how to vote. The proxy statement can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your proxy card or voting instructions received from your broker, bank or other nominee.

We appreciate your continued support of Beyond Meat.

By Order of the Board of Directors,

Ethan Brown

Founder, President, Chief Executive Officer and Board Member

El Segundo, California

[    ], 2025

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Special Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card or voting instructions received from your broker, bank or other nominee. Even if you have voted by proxy, you may still vote during the meeting.

TABLE OF CONTENTS

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BEYOND MEAT, INC.

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on [    ], [    ], 2025

This proxy statement and form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the special meeting of stockholders (the “Special Meeting”) of Beyond Meat, Inc., a Delaware corporation (“we,” “us,” “our,” “Beyond Meat” or the “Company”), and any postponements, adjournments or continuations thereof. The Special Meeting will be held virtually, via live webcast on [    ], [    ], 2025 at 8:00 a.m. Pacific Time. The Special Meeting can be accessed via the Internet at www.virtualshareholdermeeting.com/BYND2025SM where you will be able to attend and listen to the Special Meeting live, submit questions and vote your shares electronically at the Special Meeting. You will not be able to attend the Special Meeting physically in person.

Our board of directors has fixed 4:00 p.m. Eastern Time on [    ], 2025 as the record date (the “Record Date”) for the Special Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Special Meeting. This proxy statement, the notice and the proxy card will be mailed on or about [    ], 2025 to all stockholders entitled to vote at the Special Meeting.

Please read the entire proxy statement carefully. You may obtain additional information about the Company from documents we file with the Securities and Exchange Commission (“SEC”).

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

The information provided in the “question and answer” format below is for your convenience only. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Why are you holding the Special Meeting?

We are holding the Special Meeting for our stockholders to consider various proposals arising out of the Company’s offer to exchange (the “Exchange Offer”) its outstanding $1.15 billion in aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “Existing Notes”) for a combination of (i) up to $202.5 million in aggregate principal amount of newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (“New Notes”) and (ii) up to 326,190,370 shares (“New Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Exchange Offer is intended to address the future debt repayment obligations related to the Existing Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet. The Exchange Offer itself is not subject to stockholder approval. See the sections of this proxy statement entitled “Background of the Special Meeting—Exchange Offer” and “Proposal No. 1 Nasdaq 5635(d) Issuance of Additional Shares” for additional information concerning the Exchange Offer and the New Notes.

Also, in connection with the Exchange Offer, we are holding the Special Meeting for our stockholders to consider a proposal to approve an amendment and restatement of the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “Restated Plan”), which was approved by our board of directors on September 28, 2025, to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase. The Restated Plan was effective immediately, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting. See the sections of this proxy statement entitled “Background of the Special Meeting—Restated Plan” and “Proposal No. 2 Amendment and Restatement of the 2018 Equity Incentive Plan” for additional information concerning the Restated Plan.

In addition, we are holding the Special Meeting for our stockholders to consider a reverse stock split proposal to provide our board of directors with the authority and flexibility to effect a reverse stock split at a later date, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders. However, pursuant to voting agreements entered into between the Company and Existing Noteholders (as defined below) holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes, our board of directors may not effectuate a reverse stock split for a period ending the date that is 180 days from the initial settlement date of the New Notes (the “Final Release Date”), provided our board of directors may effectuate a reverse stock split earlier, in the period beginning the date that is 120 days from such initial settlement date (the “Early Release Date”) if (i) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (ii) the Company has received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction. See the section of this proxy statement entitled “Proposal No. 4 Reverse Stock Split” for additional information.

Why are you holding the Special Meeting virtually and how can stockholders attend?

We will be hosting the Special Meeting via live webcast only. We believe hosting the Special Meeting virtually helps to expand access, facilitate stockholder attendance, reduce costs, enable improved communication, and support the health and well-being of our stockholders and other meeting participants. It also reduces the environmental impact of the Special Meeting. To participate in the virtual Special Meeting, visit www.virtualshareholdermeeting.com/BYND2025SM with your 16-digit control number included on your

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

proxy card if you are a stockholder of record of shares of Common Stock, or included with your voting instructions received from your broker, bank or other nominee if you are a street name stockholder, as described below.

The Special Meeting live webcast will begin promptly at 8:00 a.m. Pacific Time on [    ], [    ], 2025. Stockholders may vote and submit questions in advance of, or live during, the Special Meeting by following the instructions and rules of conduct on the Special Meeting website. We intend to answer questions that are pertinent to the Company and the official business of the Special Meeting during the Special Meeting, subject to time constraints. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures. The virtual Special Meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the Special Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the virtual Special Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform at www.virtualshareholdermeeting.com/BYND2025SM.

What matters am I voting on, what is the purpose of each proposal, are there any conditions, and how does the board of directors recommend that I vote?

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

Our board of directors has determined that each of the proposals is in the best interests of the Company and its stockholders and unanimously recommends that you vote FOR each proposal.

Other than the five items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Special Meeting. If any additional matters are properly presented at the Special Meeting, the persons named in the proxy card will have discretion to vote the shares of our Common Stock they represent in accordance with their own judgment on such matters.

Who is entitled to vote?

Holders of our Common Stock on the Record Date may vote at the Special Meeting. As of the Record Date, there were [    ] shares of our Common Stock outstanding. In deciding all matters at the Special Meeting, each share of our Common Stock held by a stockholder on the Record Date will be entitled to one vote for each of the proposals.

Are there any voting agreements in place?

Yes, holders of approximately 47% of our Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. In addition, each other holder of our Existing Notes who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. Additional information concerning the voting agreements is available under the section of this proxy statement entitled “Background of the Special Meeting—Voting Agreements.”

Will a list of record stockholders as of the Record Date be available?

A list of stockholders of record as of the Record Date will be available in our office located at 888 N. Douglas Street, Suite 100, El Segundo, CA 90245, during regular business hours for a period of at least ten (10) days before the Special Meeting.

Stockholders of Record: Shares Registered in Your Name

If shares of our Common Stock are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the stockholder of record with respect to those shares, and these proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at the Special Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

Street Name Stockholders

If shares of our Common Stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and these proxy materials were forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our Common Stock electronically at the Special Meeting unless you follow the procedures required by your broker, bank or other nominee. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

What is a quorum?

A quorum is the minimum number of shares required to be present at the Special Meeting to properly hold a stockholder meeting and conduct business under our amended and restated bylaws (“Bylaws”) and Delaware law. The presence in person (which includes by remote communication) or represented by proxy of the holders of one-third (1/3^rd) of the voting power of the shares of stock issued and outstanding and entitled to vote at the Special Meeting will constitute a quorum at the Special Meeting. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Ethan Brown (our President and Chief Executive Officer) and Teri L. Witteman (our Chief Legal Officer and Secretary) have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described in this proxy statement. If any matters not described in this proxy statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Special Meeting is postponed, adjourned or continued, the proxy holders can vote the shares on the new Special Meeting date as well, unless you have properly revoked your proxy instructions, as described below.

How many votes are needed for approval of each proposal?

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

Voting results will be tabulated and certified by the inspector of election appointed for the Special Meeting.

How do I vote?

If you are a stockholder of record, there are five ways to vote:

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. As discussed above, if you are a street name stockholder, you may not vote your shares electronically at the Special Meeting unless you follow the procedures required by your broker, bank or other nominee.

VOTING VIA THE INTERNET, MOBILE DEVICE OR BY TELEPHONE IS FAST AND CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND TABULATED. VOTING EARLY WILL HELP AVOID ADDITIONAL SOLICITATION COSTS AND WILL NOT PREVENT YOU FROM VOTING ELECTRONICALLY DURING THE SPECIAL MEETING IF YOU WISH TO DO SO.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

If you have questions about the matters described in this proxy statement, how to submit your proxy or if you need additional copies of this proxy statement or the proxy card, you should contact MacKenzie Partners, Inc. (“MacKenzie”), our proxy solicitor, toll-free at (800) 322-2885.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Special Meeting by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

How are proxies solicited for the Special Meeting?

We have retained the services of MacKenzie to aid in the solicitation of proxies and will pay MacKenzie a base fee of $11,000 for these services, plus any related costs and expenses. We will bear the total expense of the solicitation that will include, in addition to the amounts paid to MacKenzie, amounts paid for printing and postage and to reimburse banks, brokerage firms and others for their expenses in forwarding proxy solicitation materials. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?

Brokers, banks and other nominees holding shares of our Common Stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee may have discretion to vote your shares on Proposal No. 4 (Reverse Stock Split Proposal), which is the only “routine” matter being considered at the Special Meeting. Absent direction from you, your broker, bank or other nominee will not have discretion to vote on Proposal No. 1 (Nasdaq 5635(d) Proposal), Proposal No. 2 (Restated Plan Proposal), Proposal No. 3 (Authorized Share Increase Proposal) and Proposal No. 5 (Adjournment Proposal), which are considered “non-routine” matters. If the broker, bank or other nominee that holds your shares in street name returns a proxy card without voting on any non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” Broker non-votes will be counted in determining whether a quorum exists at the Special Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Special Meeting is explained above under “—How many votes are needed for approval of each proposal?”

Who will count the votes obtained at the Special Meeting?

A representative of American Election Services, LLC, our inspector of election, will tabulate and certify the votes.

Where can I find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Special Meeting.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

What is the deadline to propose stockholder actions and director nominations for consideration at our 2026 annual meeting of stockholders?

Rule 14a-8 Stockholder Proposals

As prescribed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders may present proper proposals for inclusion in our proxy statement for our 2026 annual meeting of stockholders (the “2026 Annual Meeting”). For a Rule 14a-8 stockholder proposal to be timely and considered for inclusion in our proxy statement for our 2026 Annual Meeting, the proposal must comply with all applicable requirements of Rule 14a-8 and our secretary must receive the written proposal at our principal executive offices not later than December 9, 2025. Stockholder proposals should be addressed to:

Beyond Meat, Inc.

Attention: Secretary

888 N. Douglas Street, Suite 100

El Segundo, California 90245

Advance Notice Stockholder Proposals

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proper proposal, including director nominations, before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Any such advance notice stockholder proposal, including director nominations, must comply with all of the requirements set forth in our Charter, Bylaws and applicable laws, rules and regulations. Our Bylaws provide, among other requirements, that for business to be properly brought before an annual meeting by a stockholder, (i) the stockholder must be a stockholder of record at the time of the giving of the notice and at the time of the meeting, (ii) the stockholder must be entitled to vote at the meeting, (iii) the business must be a proper matter for stockholder action, and (iv) the stockholder must give timely written notice to our secretary, which notice must contain the information specified in our Bylaws. For an advance notice stockholder proposal, including director nominations, to be timely for our 2026 Annual Meeting, our secretary must receive the written proposal at our principal executive offices at the address listed above:

In the event that we hold our 2026 Annual Meeting more than 30 days before or more than 60 days after the one-year anniversary of the 2025 annual meeting of stockholders held on May 20, 2025, notice of an advance notice stockholder proposal must be received no earlier than the close of business on the 120^th day before our 2026 Annual Meeting and no later than the close of business on the later of the following two dates:

You are advised to review our Bylaws, which contain additional requirements regarding advance notice stockholder proposals, including director nominations.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

In addition to satisfying the advance notice requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees for election at the 2026 Annual Meeting, other than the Company’s nominees, must provide a notice that sets forth the information required by Rule 14a-19 under the Exchange Act by no later than February 19, 2026.

Availability of Bylaws

A copy of our Bylaws is available via the SEC’s website at https://www.sec.gov. You may also contact our secretary at the address set forth above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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BACKGROUND OF THE SPECIAL MEETING

Exchange Offer

The Special Meeting is being held to consider various proposals arising out of the Exchange Offer of the Existing Notes for a combination of (i) up to $202.5 million in aggregate principal amount of New Notes and (ii) up to 326,190,370 New Shares. The Exchange Offer is intended to address the future debt repayment obligations related to the Existing Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet. The Exchange Offer itself is not subject to stockholder approval.

In connection with the Exchange Offer, on September 29, 2025, the Company entered into a transaction support agreement with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Notes (the “Supporting Noteholders”) who hold approximately 47% of the aggregate principal amount of the Existing Notes (the “Transaction Support Agreement”), pursuant to which the Supporting Noteholders have individually agreed, among other things, to support the Exchange Offer, including by tendering all of their Existing Notes in the Exchange Offer.

The Exchange Offer commenced on September 29, 2025 and is expected to expire on October 28, 2025, unless extended or earlier terminated subject to the terms of the Transaction Support Agreement, with final settlement occurring promptly thereafter (the “Closing Date”). If all the conditions to the Exchange Offer are otherwise satisfied or waived, the Company will, subject to the terms of the Exchange Offer and the Transaction Support Agreement, early settle the Exchange Offer with the holders of Existing Notes that have validly tendered (and not validly withdrawn) their Existing Notes prior to October 10, 2025, which would result in the exchange of such Existing Notes occurring as early as October 15, 2025. The Company’s obligation to accept the Existing Notes for exchange is subject to the satisfaction of certain conditions, including that holders of the Existing Notes (the “Existing Noteholders”) validly tender and exchange a minimum of 85% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer and enter into the voting agreements described below, unless such conditions have been waived in accordance with the terms of the Exchange Offer and the Transaction Support Agreement.

In addition, the Company agreed in the Transaction Support Agreement to pay or cause to be paid to the Supporting Noteholders, in proportion to the principal amount of Existing Notes held by each such Supporting Noteholder, a non-refundable amount equal to $12.5 million in aggregate principal amount of New Notes. As a result, following the closing of the Exchange Offer, and assuming 100% participation, there would be $215.0 million in aggregate principal amount of New Notes outstanding. See the section of this proxy statement entitled “Proposal No. 1 Nasdaq 5635(d) Issuance of Additional Shares” for additional information concerning the Exchange Offer and the New Notes.

Restated Plan

Also, in connection with the Exchange Offer, we are holding the Special Meeting for our stockholders to consider a proposal to approve the Restated Plan, which was approved by our board of directors on September 28, 2025, to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase. The Restated Plan was effective immediately, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting. See the section of this proxy statement entitled “Proposal No. 2 Amendment and Restatement of the 2018 Equity Incentive Plan” for additional information concerning the Restated Plan.

Dilution

The Exchange Offer is expected to result in substantial dilution to existing holders of Common Stock. Based on the number of shares of Common Stock outstanding as of June 28, 2025 and assuming the Existing Noteholders validly tender and exchange 100% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer, immediately following the Closing Date, the Existing Noteholders will own in the aggregate 326,190,370 shares, or approximately 81.0%, of the issued and outstanding Common Stock and will receive in

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BACKGROUND OF THE SPECIAL MEETING

the aggregate $215.0 million in principal amount of New Notes (inclusive of the additional $12.5 million in aggregate principal amount of New Notes to be paid to the Supporting Noteholders). Existing holders of Common Stock will be subject to further dilution in the event the New Notes convert into shares of Common Stock. Based on the number of shares of Common Stock outstanding as of June 28, 2025 and assuming the Existing Noteholders validly tender and exchange 100% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer and convert 100% of the New Notes into shares of Common Stock at the floor conversion price in the New Notes, following the Closing Date and upon such conversion, the Existing Noteholders would own, in the aggregate 547,483,764 shares, or approximately 87.7%, of the issued and outstanding Common Stock. The New Notes also contain certain provisions relating to the payment of interest in the form of Common Stock (or PIK interest) as well as certain mandatory equitizations and make-whole payments that could result in further dilution. The foregoing dilution is prior to giving effect to shares of Common Stock (i) available for issuance, or that may become available for issuance, under the Company’s equity plans; (ii) issuable under outstanding awards granted under the Company’s equity plans; (iii) reserved for issuance under outstanding warrants; and (iv) available for issuance under the Company’s at-the-market offering program.

The following table sets forth the Company’s issued and outstanding shares of Common Stock and shares of Common Stock reserved for future issuance as of June 28, 2025 and on a pro forma basis assuming (i) 100% participation in the Exchange Offer and (ii) approval of Proposal No. 1 (Nasdaq 5635(d) Proposal), Proposal No. 2 (Restated Plan Proposal) and Proposal No. 3 (Authorized Share Increase Proposal):

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BACKGROUND OF THE SPECIAL MEETING

The issuance of New Shares and the potential issuance of shares of Common Stock upon conversion or equitization of the New Notes (including any New Notes issued as PIK interest), or payment of accrued interest or make-whole payments in the form of Common Stock will increase the number of shares of Common Stock outstanding and existing holders of our Common Stock will incur significant dilution in their percentage interest. In addition, the sale into the public market of these shares also could materially and adversely affect the market price of our Common Stock. Such dilution could, among other things, limit the ability of existing holders of our Common Stock to influence management of the Company, including through the election of directors, and to influence significant corporate decisions requiring stockholder approval. In addition, there will be a dilutive effect on both earnings per share of our Common Stock and the book value per share of our Common Stock following the closing of the Exchange Offer. In addition, existing holders of our Common Stock will incur substantial dilution to their voting interests and will own a smaller percentage of our outstanding capital stock.

Board Transition Matters

In connection with the Exchange Offer and pursuant to the Transaction Support Agreement, the Supporting Noteholders have individually agreed, among other things, to support the Exchange Offer, including by tendering all of their Existing Notes in the Exchange Offer. The Transaction Support Agreement also provides, among other things, that the Company will take all necessary action, without increasing the size of the board of directors, to cause the resignation of two directors and the appointment of two new directors, one of whom will be appointed as a Class I director and a member of the audit committee and the other who will be appointed as a Class III director and a member of the human capital management and compensation committee. In connection with these obligations, Ethan Brown and Nandita Bakhshi, who currently serve as Class III and Class II directors, respectively, will resign from the board of directors effective on the earlier of the early or final settlement of the Exchange Offer. Mr. Brown will continue to participate in meetings of our board of directors in his capacity as President and Chief Executive Officer of the Company. To facilitate these obligations, C. James Koch, who currently serves as a Class I director, will also resign from the board of directors simultaneously and will be appointed to the Class II seat vacated by Ms. Bakhshi to serve until our 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification or removal, and will continue to serve on the risk committee. Further, as a result of Ms. Bakhshi’s resignation, Joshua M. Murray, will be appointed to the nominating and corporate governance committee and appointed as the chair thereof.

Immediately following the resignations of Mr. Brown and Ms. Bakhshi and the appointment of Mr. Koch as a Class II director, the Company has agreed in the Transaction Support Agreement to take all necessary action to cause the board of directors to appoint Alexandre Zyngier and Raphael (“Ray”) Thomas Wallander (collectively, the “AHG Directors”) to serve as a Class I director until our 2026 annual meeting of stockholders and as a Class III director until our 2028 annual meeting of stockholders, respectively, and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. In addition, pursuant to

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BACKGROUND OF THE SPECIAL MEETING

the Transaction Support Agreement, in connection with their appointment to the board of directors, Alexandre Zyngier will be appointed to the audit committee and Raphael Thomas Wallander will be appointed to the human capital management and compensation committee. The Company will also cause one of Messrs. Zyngier and Wallander to be appointed to each of the then-existing special committee or committees of the board of directors, if any, other than any committee that the board of directors has resolved in advance to dissolve and actually is dissolved upon the completion of the Exchange Offer.

Based upon information requested from and provided by each AHG Director concerning his or her background, employment, affiliations, including family relationships, our board of directors determined that each of Messrs. Zyngier and Wallander do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules of the SEC and the Nasdaq listing standards.

The following table sets forth the names, ages as of September 19, 2025, and certain other information for each of the directors expected to serve on our board of directors effective on the earlier of the early or final settlement of the Exchange Offer. Full biographical information for the AHG Directors follows the table.

NAME		CLASS		AGE				DIRECTOR SINCE				CURRENT TERM EXPIRES				INDEPENDENT				AUDIT COMMITTEE		HUMAN CAPITAL MGMT AND COMP COMMITTEE		NOMINATING AND CORPORATE GOV COMMITTEE		RISK COMMITTEE
Seth Goldman(C)		I			60				2013				2026				X
Chelsea A. Grayson		II			53				2024				2027				X
Colleen Jay		III			62				2022				2028				X
C. James Koch		II			76				2023				2027				X
Raymond J. Lane		III			78				2015				2028				X
Joshua M. Murray		II			41				2024				2027				X
Kathy N. Waller(L)		I			67				2018				2026				X
Alexandre Zyngier		I			56				2025				2026				X
Raphael Thomas Wallander		III			52				2025				2028				X

Legend: (C) Chair of the Board | (L) Lead Independent Director | Chair |  Member |  Audit Committee Financial Expert

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BACKGROUND OF THE SPECIAL MEETING

AHG Directors

ALEXANDRE ZYNGIER

Member of the Audit Committee

Alexandre Zyngier has served as the Managing Director and Founder of Batuta Capital Advisors LLC, a private investment and advisory firm, since 2013. He also serves on the board of directors of Lazydays Inc., a company that operates RV dealerships since July 2025, Urgently Inc. a leading roadside and mobility assistance company since January 2025, Unifin Financiera SAB de CV, a Mexican finance company since August 2024, Slam Corp, a public special purpose acquisition company, since February 2023, COFINA Puerto Rico, the taxing authority of Puerto Rico, since February 2019, Atari SA, a video game company, since August 2014 and certain other private entities. Mr. Zyngier previously served on the Board of Directors of companies that include Appvion Holding Corp, a paper and packaging company, from February 2019 to December 2021, GT Advanced Technologies Inc., an advanced materials company, from March 2016 to November 2021, Torchlight Energy Resources Inc., an exploration and production company, from June 2016 to June 2021, Eileen Fisher Inc., a retail company, from November 2020 to May 2021, AudioEye, Inc, a software company, from September 2015 to July 2020, LootCrate Inc., a retail company, from December 2017 to October 2019 and certain other public and private companies. Mr. Zyngier earned his MBA in Finance and Accounting from the University of Chicago and his BSc in Chemical Engineering from the University of Campinas (Unicamp).

RAPHAEL “RAY” THOMAS WALLANDER

Member of the Human Capital Management and Compensation Committee

Other Current Public Company Boards: Redwire Corporation (NYSE: RDW)

Mr. Wallander has served as the Owner, Chairman, and Chief Executive Officer of Maxwell Bay Advisors, LLC, a platform created for independent director services and consulting, since 2018. Through Maxwell Bay Advisors, Mr. Wallander has served on the board of Redwire Corporation since July 2025 and has previously served on the boards of Barnes and Noble Education, Inc. (NYSE:BNED) and F45, as well as several private companies. Since 2007, Mr. Wallander has held various roles with Wayzata Investment Partners, LLC, including Corporate Counsel, Principal, and General Counsel. Wayzata is an SEC-registered investment adviser, and prior to joining Wayzata, Mr. Wallander worked as an attorney in private practice. Mr. Wallander holds a Juris Doctorate and Bachelor of Arts from the University of Minnesota.

Reverse Stock Split

In addition, we are holding the Special Meeting for our stockholders to consider a reverse stock split proposal to provide our board of directors with the authority and flexibility to effect a reverse stock split at a later date, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders. However, pursuant to voting agreements entered into between the Company and Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes, our board of directors may not effectuate a reverse stock split on or prior to the Final Release Date, provided we may effectuate a reverse stock split earlier, beginning on the Early Release Date if (i) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (ii) the Company has received a notice from Nasdaq of failure to

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BACKGROUND OF THE SPECIAL MEETING

meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction. See the section of this proxy statement entitled “Proposal No. 4 Reverse Stock Split” for additional information. We believe it is beneficial to provide our board of directors with the authority and flexibility to effect a reverse stock split, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders. See the section of this proxy statement entitled “Proposal No. 4 Reverse Stock Split” for additional information.

Voting Agreements

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. In addition, each other Existing Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. As previously described, we also agreed in the voting agreements not to effectuate a reverse stock split on or prior to the Final Release Date, provided we may effectuate a reverse stock split earlier, beginning on the Early Release Date if (i) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (ii) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction.

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PROPOSAL NO. 1

NASDAQ 5635(d) ISSUANCE OF ADDITIONAL SHARES

Description of Proposal

We are asking stockholders to approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock upon conversion or equitization of up to $215.0 million in aggregate principal amount of the New Notes (including any New Notes issued as PIK interest), or payment of accrued interest or make-whole payments in the form of Common Stock, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer.

Conditions to Approval of Proposal

Approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) is conditioned upon approval of Proposal No. 3 (Authorized Share Increase Proposal). If Proposal No. 3 (Authorized Share Increase Proposal) is not approved, this Proposal No. 1 (Nasdaq 5635(d) Proposal) will also not be approved.

Background and Purpose of Proposal

Stockholder Approval Requirement Under Nasdaq Listing Rule 5635(d)

Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance of securities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction. Because the conversion or equitization of the New Notes (including any New Notes issued as PIK interest) into shares of Common Stock, or payment of accrued interest or make-whole payments in the form of Common Stock, would, in the aggregate, result in the potential issuance of greater than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, we are required to obtain stockholder approval for such potential issuance pursuant to Nasdaq Listing Rule 5635(d).

New Notes Indenture

The New Notes will be issued pursuant to an indenture and security agreement (the “New Notes Indenture”), between us and Wilmington Trust, National Association, as trustee. Interest on the New Notes will be paid semi-annually at a rate of 7.00% per annum if paid in cash or Common Stock and 9.50% per annum if paid in the form of PIK interest. The New Notes will mature on the date that is the fifth anniversary of the initial issuance of any New Notes in the Exchange Offer, unless earlier purchased, converted, equitized, exchanged or redeemed.

Under the terms of the New Notes Indenture, following the later of (i) the date the conversion rate of the New Notes has been determined and (ii) the earlier of (a) the date of the first Special Meeting at which we seek stockholder approval of the proposals described herein, whether or not such approvals are obtained and (b) the date that is 61 calendar days following the Closing Date (such later date, the “Initial Conversion Date”), holders may surrender their notes for conversion at any time prior to the close of business on the business day immediately preceding the applicable stated maturity date. The New Notes will not be convertible at the option of holders prior to the Initial Conversion Date.

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PROPOSAL NO. 1 NASDAQ 5635(d) ISSUANCE OF ADDITIONAL SHARES

Upon conversion of the New Notes and assuming approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will deliver shares of Common Stock, based on an initial conversion rate determined based on a 10% premium to a reference price calculated as the volume-weighted average price for a 20 trading day period, up to a maximum number of shares (the “share cap”) equal to approximately 221,293,394 shares, settled in the form of shares of our Common Stock, cash or a combination of shares of our Common Stock and cash, at our election, with such conversion rate subject to certain adjustments as will be described in the New Notes Indenture.

Shares of Common Stock will also be issuable under the terms of the New Notes Indenture as payment for interest and the number of shares issuable upon conversion of the New Notes may be increased under certain conditions. Conversions, redemptions and equitizations of the New Notes will result in payment in shares of Common Stock of a sum equal to the remaining scheduled payments of stated interest that would have been made on such notes to be converted, redeemed or equitized, had such notes remained outstanding from the conversion date to, and including the date that is the third anniversary of the initial issuance of any New Notes in the Exchange Offer, subject in the case of make-wholes in connection with conversions and redemptions (but not equitizations), to the share cap described above.

In the New Notes Indenture, we will agree to convene a special meeting of stockholders to solicit approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal), and the other proposals set forth in this proxy statement. Pursuant to the terms of the New Notes, prior to obtaining stockholder approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will only be permitted to satisfy our obligations under the New Notes upon conversion, in payment of make-whole amounts upon redemptions, and in connection with equitizations, in the form of cash settlement of such obligations, and we will not be permitted to pay accrued interest in the form of Common Stock.

Effect of Proposal

Approval of Proposal

Subject to approval of Proposal No. 3 (Authorized Share Increase Proposal), if stockholders approve this Proposal No. 1 (Nasdaq 5635(d) Proposal), we will be permitted to elect to settle all of the conversions and equitizations of the New Notes in whole or in part in shares of Common Stock, subject to the terms and conditions of the New Notes Indenture. Additionally, subject to the availability of authorized shares of Common Stock and the terms and conditions of the New Notes Indenture, we will be permitted to settle any portion of the make-whole premium due upon conversion, or any portion of accrued interest on the New Notes, in shares of Common Stock in accordance with the New Notes Indenture. Approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) will result in additional potential dilution to our existing holders of Common Stock as discussed in the section of this proxy statement entitled “Background of the Special Meeting—Dilution.”

Failure to Approve Proposal

If stockholders do not approve this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), then we will be required to satisfy our obligations under the New Notes upon conversion, in payment of make-whole amounts upon redemptions, and in connection with equitizations, in the form of cash settlement of such obligations, and we will not be permitted to pay accrued interest in the form of Common Stock. We could also be required to pay substantially more amounts under the New Notes in the form of cash than if we were permitted to issue Common Stock upon conversion or equitization of the New Notes, or in payment of accrued interest on the New Notes. If we are required to pay cash upon conversion of the New Notes, it would reduce our available cash flow and limit our cash flow available for operations, expose us to risks that could adversely affect our business, financial condition and results of operations, and potentially impair our ability to satisfy our obligations under our indebtedness. There can be no assurance that we will have sufficient cash to settle such obligations and support our operations. If we do not have sufficient funds to repay our indebtedness when it becomes due we may be required to significantly reduce, reorganize, discontinue or shut

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PROPOSAL NO. 1 NASDAQ 5635(d) ISSUANCE OF ADDITIONAL SHARES

down our operations. Any such failure could also cause us to become insolvent or enter bankruptcy proceedings. Absent approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will be left with limited financial and corporate flexibility with respect to our ability to satisfy obligations under the New Notes, which could have a material adverse effect on our financial condition.

Board Recommendation

In reaching its determination to approve this Proposal No. 1 (Nasdaq 5635(d) Proposal), our board of directors, with advice from our management and financial and legal advisers, considered a number of factors, including:

After evaluating these factors, and based upon their knowledge of our business, financial condition and prospects, potential financing alternatives (or lack thereof), and the views of our management, our board of directors concluded that the potential issuance of more than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer upon conversion or equitization of up to $215.0 million in aggregate principal amount of the New Notes (including any New Notes issued as PIK interest), or payment of accrued interest or make-whole payments in the form of Common Stock is in our best interest, and in the best interests of our stockholders, and recommends that all stockholders vote “FOR” the approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal).

Vote Required

This Proposal No. 1 (Nasdaq 5635(d) Proposal) requires the affirmative vote of the holders of a majority of the voting power of the shares of our Common Stock entitled to vote on this proposal that are present in person (which includes by remote communication) or represented by proxy at the Special Meeting and are voted for or against such proposal. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 1 (Nasdaq 5635(d) Proposal). In addition, each other Existing Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

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PROPOSAL NO. 2

AMENDMENT AND RESTATEMENT

OF THE 2018 EQUITY INCENTIVE PLAN

Description of Proposal

We are asking stockholders to approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase. Our board of directors approved the Restated Plan on September 28, 2025, effective immediately (the “Restated Plan Effective Date”), subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting. The Restated Plan is attached to this proxy statement as Annex A. The following discussion is qualified in its entirety by the full text of the Restated Plan, which is incorporated herein by reference.

All of the share numbers in this Proposal No. 2 (Restated Plan Proposal) may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments,” including, but not limited to, the Reverse Stock Split Proposal contemplated in Proposal No. 4, to the extent such proposal is approved by our stockholders.

Conditions to Approval of Proposal

Approval of this Proposal No. 2 (Restated Plan Proposal) is conditioned upon approval of Proposal No. 3 (Authorized Share Increase Proposal). If Proposal No. 3 (Authorized Share Increase Proposal) is not approved, this Proposal No. 2 (Restated Plan Proposal) will also not be approved.

Background and Purpose of Proposal

Stockholder Approval Requirement Under Nasdaq Listing Rule 5635(d)

Stockholder approval of the Restated Plan is necessary in order for us to (1) meet the stockholder approval requirements of Nasdaq and (2) grant incentive stock options (“ISOs”) thereunder. Specifically, approval of the Restated Plan will constitute approval pursuant to the stockholder approval requirements of Section 422 of the Internal Revenue Code (the “Code”) relating to ISOs.

Overview of Proposed Amendments

As of June 28, 2025, a total of 27,349,482 shares of our Common Stock were reserved for issuance under the Existing Plan (which number includes the evergreen increases under the Existing Plan through and including January 1, 2025), the aggregate number of shares of Common Stock subject to awards under the Existing Plan was 5,858,602 (with the number of shares subject to performance-based equity awards calculated at the “target” level of performance) and a total of 10,325,624 shares of Common Stock remained available under the Existing Plan for future issuance (with the number of shares subject to performance-based equity awards calculated at the “target” level of performance). In addition, the Existing Plan contains an “evergreen provision” that allows for an annual increase in the number of shares available for issuance under the Existing Plan on January 1 of each year during the ten-year term of the Existing Plan. The annual increase in the number of shares under the Existing Plan is equal to the lesser of:

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

Pursuant to the Restated Plan, subject to the share counting provisions described below and the adjustment provisions under the Restated Plan in the event of certain corporate transactions, the number of shares that may be issued under the Restated Plan will be equal to the sum of the following:

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

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

MIP Awards

In connection with the Exchange Offer, we implemented a management incentive plan in order to retain and incentivize key employees in light of the substantial dilution presented as a result of the Exchange Offer and the future conversion of the New Notes. Accordingly, on September 29, 2025, our board of directors granted RSUs and PSUs under the Restated Plan (the “MIP Awards”) to certain key employees. The MIP Awards were granted, in part, out of the increase to the share reserve pursuant to the Restated Plan (over the existing share reserve under the Existing Plan as in effect immediately prior to the Restated Plan Effective Date), subject to the occurrence of the closing of the Exchange Offer and subject, in part, to stockholder approval of the Restated Plan. See the section of this proxy statement below entitled “—Failure to Approve Proposal” for the effects of the failure to approve this Proposal No. 2 (Restated Plan Proposal).

On September 29, 2025, each MIP Award recipient was granted awards with respect to a number of shares of Common Stock equal to a specified percentage of the Fully-Diluted Shares Outstanding on the date following the Closing Date, as detailed in the table below.

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

The number of shares subject to the MIP Awards will be affected by the number of Fully-Diluted Shares Outstanding following the closing of the Exchange Offer. The number of “Fully-Diluted Shares Outstanding” as of the date following the Closing Date for purposes of the Restated Plan is not determinable as of the date of this proxy statement.

The following table sets forth the Company’s Fully-Diluted Shares Outstanding for purposes of the Restated Plan as of June 28, 2025 and on a pro forma basis assuming (i) the occurrence of the Closing Date and 100% participation in the Exchange Offer and (ii) approval of Proposal No. 1 (Nasdaq 5635(d) Proposal), this Proposal No. 2 (Restated Plan Proposal) and Proposal No. 3 (Authorized Share Increase Proposal):

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

The following table illustrates the potential number of shares of Common Stock to be subject to the MIP Awards granted to the individuals and groups in the table below assuming the “Fully-Diluted Shares Outstanding” as of June 28, 2025 on a pro forma basis as disclosed in the table above will be approximately 494,344,930 shares (as described above). The number of shares underlying the MIP Awards may be more or less than the numbers set forth in the table below depending on the number of Fully-Diluted Shares Outstanding on the date following the Closing Date as determined under the Restated Plan. The table below does not give effect to any additional RSUs or MIP PSUs to which the recipients of the MIP Awards may become entitled as a result of any Anti-Dilution Increase.

Factors Considered in Approving the Restated Plan

In determining to approve the Restated Plan and the MIP Awards, our board of directors considered the following:

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the extremely competitive labor markets in which we compete, our board of directors has determined that the size of the share reserve under the Restated Plan is reasonable and appropriate at this time. Our board of directors will not create a subcommittee to evaluate the risk and benefits for issuing shares under the Restated Plan.

Summary of the Restated Plan

The principal features of the Restated Plan are summarized below.

Purpose. The purposes of the Restated Plan are (i) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (ii) to incentivize employees, directors and independent contractors with long-term equity based compensation to align their interests with the Company’s stockholders, and (iii) to promote the success of the Company’s business.

Securities Subject to the Restated Plan. Subject to the share counting provisions described below and the adjustment provisions under the Restated Plan in the event of certain corporate transactions, the number of shares that may be issued under the Restated Plan will be equal to the sum of the following:

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

For the avoidance of doubt, the shares to be authorized for issuance under the Restated Plan as described above include shares subject to awards granted under the Existing Plan that remain outstanding or that were settled in prior years and is not a reflection of availability for new, future awards following the Restated Plan Effective Date.

The shares issuable under the Restated Plan may be authorized, but unissued, or reacquired shares of Common Stock.

If an award expires, is forfeited or becomes unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an exchange program, the unissued shares that were subject to the award will, unless the Restated Plan is terminated, continue to be available under the Restated Plan for issuance pursuant to future awards. In addition, any shares which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such award will be treated as not issued and will continue to be available under the Restated Plan for issuance pursuant to future awards. Shares issued under the Restated Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a participant ceasing to be a service provider) will again be available for future grant under the Restated Plan. To the extent an award under the Restated Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the Restated Plan.

Plan Administration. Our board of directors has delegated its authority to administer the Restated Plan to our human capital management and compensation committee. Subject to the provisions of the Restated Plan, the administrator has the power to determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject to each award, the fair market value of a share of our Common Stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise of the award and the terms of the award agreement for use under the Restated Plan. The administrator also has the authority, subject to the terms of the Restated Plan but without stockholder approval, to amend existing awards, to prescribe rules and to construe and interpret the Restated Plan and awards granted thereunder, and to institute an exchange program by which outstanding stock options and stock appreciation rights with exercise prices in excess of the then-current fair market value may be surrendered in exchange for awards of the same type which may have a lower exercise price or different terms, awards of a different type, and/or cash.

Eligibility. Employees, members of our board of directors who are not employees and independent contractors are eligible to participate in our Restated Plan. As of June 28, 2025, all of our 694 employees, 76 independent contractors and 8 non-employee directors were eligible to participate in the Existing Plan and would have been eligible to participate in the Restated Plan had it been in effect on such date.

Director Compensation. Our Restated Plan provides that all non-employee directors will be eligible to receive all types of awards under our Restated Plan except for ISOs. Our Restated Plan provides that no non-employee director may receive awards under the Restated Plan that, when combined with cash compensation received for service as a non-employee director, have a value (determined as of the grant date in accordance with Financial

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) that exceeds $650,000 in a calendar year, increased to $900,000 in the calendar year of his or her initial services as a non-employee director. Awards granted to an individual while he or she was serving in the capacity as an employee or while he or she was an independent contractor but not a non-employee director will not count for purposes of the foregoing limitations. The administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the administrator may determine in its discretion.

Types of Awards. Our Restated Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and the employees of our subsidiaries, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to our employees, directors, and independent contractors and the employees and independent contractors of our subsidiaries.

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

Non-Transferability of Awards. Unless the administrator provides otherwise, our Restated Plan generally does not allow for the transfer of awards and only the recipient of an option or stock appreciation right may exercise such an award during his or her lifetime.

Certain Adjustments. In the event of certain corporate events or changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the Restated Plan, the administrator will make adjustments to one or more of the number, kind and class of securities that may be delivered under the Restated Plan and/or the number, kind, class and price of securities covered by each outstanding award and the terms and conditions of any outstanding award (including, without limitation, any applicable performance targets or criteria with respect thereto).

Liquidation or Dissolution. In the event of our proposed winding up, liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.

Corporate Transaction. Our Restated Plan provides that in the event of certain significant corporate transactions, including: (i) a transfer of all or substantially all of our assets, (ii) a merger, consolidation or other capital, reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s then outstanding capital stock, each outstanding award will be treated as the administrator determines. Such determination, without the consent of any participant, may provide that such awards will be (a) continued if we are the surviving corporation, (b) assumed by the surviving corporation or its parent, (c) substituted by the surviving corporation or its parent for a new award, (d) canceled in exchange for a payment equal to the excess of the fair market value of our shares subject to such award over the exercise price or purchase price paid for such shares, or (e) in the case of options, participants may be given an opportunity to exercise options prior to the transaction and, if not exercised, such options may be terminated upon consummation of the transaction.

Change of Control. The administrator may provide, in an individual award agreement or in any other written agreement between a participant and us that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a change of control. Under the Restated Plan, a “change of control” is generally (i) a merger, consolidation, or any other corporate reorganization in which our stockholders immediately before the transaction do not own, directly or indirectly, more than a majority of the combined voting power of the surviving entity (or the parent of the surviving entity), (ii) the consummation of the sale, transfer or other disposition of all or substantially all of our assets, (iii) an unapproved change in the majority of the board of directors during any 12-month period, and (iv) the acquisition by any person or company of more than 50% of the total voting power of our then outstanding stock.

Clawback/Recovery. Stock awards granted under the Restated Plan will be subject to recoupment in accordance with any clawback policy we may be required to adopt pursuant to applicable law and listing requirements. In addition, the administrator may impose such other clawback, recovery or recoupment provisions in any stock award agreement as it determines necessary or appropriate.

Amendment or Termination. Our board of directors has the authority to amend, suspend or terminate the Restated Plan provided such action does not impair the existing rights of any participant. Our Restated Plan will automatically terminate on the tenth anniversary of the date it was initially approved by our board of directors,

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

unless we terminate it sooner. We will obtain stockholder approval of any amendment to our Restated Plan as required by applicable law or listing requirements.

Securities Laws. The Restated Plan is intended to conform with all provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, and any and all regulations and rules promulgated by the SEC thereunder, including without limitation Rule 16b 3. The Restated Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

Federal Income Tax Consequences Associated with the Restated Plan

The federal income tax consequences of the Restated Plan under current federal income tax law are summarized in the following discussion which deals with the general tax principles applicable to the Restated Plan and is intended for general information only. The following discussion of federal income tax consequences does not purport to be a complete analysis of all of the potential tax effects of the Restated Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed, and may vary depending on individual circumstances and from locality to locality.

Upon exercising an incentive stock option, a Restated Plan participant generally will not recognize taxable income, and we will not be entitled to a tax deduction for compensation expense. However, upon exercise, the amount by which the fair market value of the shares purchased exceeds the purchase price will be an item of adjustment for alternative minimum tax purposes. The participant will recognize taxable income upon a sale or other taxable disposition of the option shares. For federal income tax purposes, dispositions are divided into two categories: qualifying and disqualifying. A qualifying disposition generally occurs if the sale or other disposition is made more than two years after the date the option was granted and more than one year after the date the shares are transferred upon exercise. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition generally will result.

Upon a qualifying disposition of incentive stock option shares, the participant will recognize long term capital gain in an amount equal to the excess of the amount realized upon the sale or other disposition of the shares over their purchase price. If there is a disqualifying disposition of the shares, then the excess of the fair market value of the shares on the exercise date (or, if less, the price at which the shares are sold) over their purchase price will be taxable as ordinary income to the participant. If there is a disqualifying disposition in the same year of exercise, it eliminates the item of adjustment for

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

alternative minimum tax purposes. Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the participant.

We will not be entitled to any tax deduction if the participant makes a qualifying disposition of incentive stock option shares. If the participant makes a disqualifying disposition of the shares, we should be entitled to a tax deduction for compensation expense in the amount of the ordinary income recognized by the participant.

Upon exercising or settling a stock appreciation right, a Restated Plan participant will recognize taxable income at ordinary income tax rates, and we should be entitled to a corresponding tax deduction for compensation expense, in the amount paid or value of the shares issued upon exercise or settlement. Payments in shares will be valued at the fair market value of the shares at the time of the payment, and upon the subsequent disposition of the shares the participant will recognize a short term or long term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

New Plan Benefits

Other than with respect to the equity awards that may be granted in the future to our non-employee directors as described below in the section of the proxy statement entitled “Board of Directors Compensation—Director Compensation,” and the MIP Awards shown in the table below, all other future awards under the Restated Plan are subject to the discretion of the plan administrator and the Company is unable to determine the amount of benefits that may be received by participants under the Restated Plan, if approved. The plan administrator may, however, grant awards under the Restated Plan in the future, in its discretion.

On September 29, 2025, our board of directors granted the MIP Awards to certain of our key employees, subject to the occurrence of the Closing Date and, in part, stockholder approval of the Restated Plan. The following table sets forth information pertaining to the MIP Awards, assuming that the number of Fully-Diluted Shares Outstanding as of the date following the Closing Date is 494,344,930 shares (for information about the assumptions underlying this assumed number of Fully-Diluted Shares Outstanding, see “MIP Awards” above). See the section of this proxy statement below entitled “—Failure to Approve Proposal” for the effects of the failure to approve this Proposal No. 2 (Restated Plan Proposal).

The table below does not give effect to any additional RSUs or MIP PSUs to which the recipients of the MIP Awards may become entitled as a result of any Anti-Dilution Increase, which are not able to be determined at this time.

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

Plan Benefits Under the Existing Plan

As of June 28, 2025, each of our NEOs and the other groups identified below had been granted the following stock options, restricted stock, RSUs and PSUs (with the number of shares subject to performance-based equity awards calculated at the “target” level of performance) under the Existing Plan:

Effect of Proposal

Approval of Proposal

Subject to approval of Proposal No. 3 (Authorized Share Increase Proposal), if stockholders approve this Proposal No. 2 (Restated Plan Proposal), the increased share reserve under the Restated Plan will permit the Company to continue to use equity-based awards, including awards of performance-based awards, as an integral part of its compensation program. Additionally, all of the MIP Awards will remain outstanding and will serve as an incentive and retention tool for those key employees to whom they were granted. We will also be able to grant additional awards to other key employees with terms that may be similar to the MIP Awards out of the remaining share reserve under the Restated Plan.

Failure to Approve Proposal

In the event the Closing Date does not occur, the Restated Plan will cease to be effective and all of the MIP Awards will be forfeited. In the event stockholder approval of the Restated Plan does not occur, but the Closing Date does occur, the Restated Plan will cease to be effective and the MIP Awards (other than the Immediate Vesting RSUs) will be forfeited. If the Restated Plan is not approved by stockholders and/or the Closing Date does not occur, the Existing Plan will continue in full force and effect as in effect prior to the Restated Plan Effective Date, and we may continue to grant awards under the Existing Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

In such event, our board of directors and our human capital management and compensation committee may grant alternative awards to the intended recipients of the MIP Awards, which may include equity awards out of the remaining share reserve under the Existing Plan or cash-based incentive awards.

As a result of the substantial dilution as a result of the Exchange Offer and potential future dilution resulting from conversion of the New Notes, if either the Closing Date does not occur or this Proposal No. 2 (Restated Plan Proposal) is not approved by our stockholders, we will have a limited number of shares available for future grant under the Existing Plan as a percentage of the number of shares of our Common Stock outstanding and would not have a sufficient number of shares authorized under the Existing Plan to make necessary equity awards in the future. In addition, the outstanding equity awards held by our employees, directors and independent contractors will also be substantially diluted by the Exchange Offer, resulting in an equity incentive program that, without additional awards, does not represent a market competitive compensation program for long-term incentives and is insufficient to retain key personnel. Absent approval of this Proposal No. 2 (Restated Plan Proposal), we would lose an important compensation tool aligned with stockholder interests to attract, motivate, and retain highly qualified talent. We have long had an ownership culture in which our key employees and directors are granted equity-based awards to align their interests with those of stockholders. The Restated Plan will permit the Company to continue to use equity-based awards, including awards of performance-based awards, as an integral part of its compensation program.

Board Recommendation

In reaching its determination to approve this Proposal No. 2 (Restated Plan Proposal), our board of directors, with the recommendation of our human capital management and compensation committee and transaction committee, and based on a competitive market analysis provided by Willis Towers Watson, the independent compensation consultant to the human capital management and compensation committee and our board of directors, considered a number of factors, including:

After evaluating these factors, and based upon their knowledge of our business and financial condition, and the recommendation of our human capital management and compensation committee and transaction committee, our board of directors concluded that the Restated Plan and the MIP Awards are in our best interest, and in the best interests of our stockholders, and recommends that all stockholders vote “FOR” the approval of this Proposal No. 2 (Restated Plan Proposal).

Vote Required

Proposal No. 2 (Restated Plan Proposal) requires the affirmative vote of the holders of a majority of the voting power of the shares of our Common Stock entitled to vote on this proposal that are present in person (which includes by remote communication) or represented by proxy at the Special Meeting and are voted for or against such proposal. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

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PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF THE 2018 EQUITY INCENTIVE PLAN

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 2 (Restated Plan Proposal). In addition, each other Existing Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

		The Board of Directors recommends a vote FOR the approval of the Restated Plan Proposal.

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PROPOSAL NO. 3

AUTHORIZED SHARE INCREASE

Description of Proposal

We are asking stockholders to approve an amendment to our Charter to increase the number of authorized shares of our Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Notes and under the Restated Plan, in the form attached to this proxy statement as Annex B (the “Share Increase Amendment”). The proposed Share Increase Amendment would amend Section 1 of ARTICLE IV of the Charter, as follows:

“Section 1. The total number of shares of all classes of stock that the Corporation has authority to issue is 3,000,500,000 shares, consisting of two classes: 3,000,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and 500,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”

The following discussion is qualified in its entirety by the full text of the Share Increase Amendment, which is incorporated herein by reference.

Conditions to Approval of Proposal

Approval of this Proposal No. 3 (Authorized Share Increase Proposal) is independent and not conditioned upon the approval of any other proposal. However, the approval of each of Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 2 (Restated Plan Proposal) is conditioned upon the approval of this Proposal No. 3 (Authorized Share Increase Proposal). Therefore, if Proposal No. 3 (Authorized Share Increase Proposal) is not approved, Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 2 (Restated Plan Proposal) will also not be approved.

Background and Purpose of Proposal

As of June 28, 2025, we had 76,597,624 shares of Common Stock issued and outstanding and an additional 37,852,406 shares of Common Stock in the aggregate reserved for future issuance under granted and outstanding equity incentive compensation awards, shares available for issuance under the Existing Plan and the Employee Stock Purchase Plan, shares reserved for potential issuance under the Existing Notes, and shares reserved for potential issuance under outstanding warrants, not taking into account additional shares that may be issued pursuant to our “at -the -market” offering program. After giving effect to the issuance of up to 326,190,370 shares of Common Stock in the Exchange Offer, we do not have enough authorized shares of Common Stock to support the issuance of Common Stock that will be issuable or may become issuable upon conversion of the New Notes or under the Restated Plan. See the section of this proxy statement entitled “Background of the Special Meeting—Dilution” for additional information concerning the issued and outstanding shares of Common Stock as of June 28, 2025 and on a pro forma basis after giving effect to the Exchange Offer and potential issuance of shares of Common Stock upon conversion of the New Notes and under the Restated Plan.

An increase in the number of authorized shares of Common Stock would provide us greater flexibility in considering and planning for current and future corporate needs, including, but not limited to: providing for sufficient shares of Common Stock underlying the New Notes and Restated Plan, raising additional capital, and other general corporate purposes. We also believe that additional authorized shares of Common Stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that may become available to us without the delay and expense associated with convening an additional special meeting of our stockholders.

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PROPOSAL NO. 3 AUTHORIZED SHARE INCREASE

Effect of Proposal

Approval of Proposal

If stockholders approve this Proposal No. 3 (Authorized Share Increase Proposal), and assuming approval of Proposal No. 1 (Nasdaq 5635(d) Proposal), we will be permitted to elect to settle all of the conversions and equitizations of the New Notes in whole or in part in shares of Common Stock, subject to the terms and conditions of the New Notes Indenture. Additionally, subject to the terms and conditions of the New Notes Indenture, we will be permitted to settle any portion of the make-whole premium due upon conversion, or any portion of accrued interest on the New Notes, in shares of Common Stock in accordance with the New Notes Indenture.

If stockholders approve this Proposal No. 3 (Authorized Share Increase Proposal), and assuming approval of Proposal No. 2 (Restated Plan Proposal), we will have a sufficient number of authorized shares of Common Stock to accommodate the share reserve under the Restated Plan, including the grant of the MIP Awards and future awards under the Restated Plan as described above in Proposal No. 2 (Restated Plan Proposal).

If stockholders approve this Proposal No. 3 (Authorized Share Increase Proposal), we will also have greater flexibility in considering and planning for current and future corporate needs, including raising additional capital and other general corporate purposes.

Failure to Approve Proposal

If stockholders do not approve this Proposal No. 3 (Authorized Share Increase Proposal), Proposal No. 1 (Nasdaq 5635(d) Proposal) will fail regardless of the vote of stockholders on such proposal, and we will be required to satisfy our obligations under the New Notes upon conversion, in payment of make-whole amounts upon redemptions, and in connection with equitizations, in the form of cash settlement of such obligations, and we will not be permitted to pay accrued interest in the form of Common Stock. There can be no assurance that we will have sufficient cash to settle such obligations and support our operations. Absent approval of this Proposal No. 3 (Authorized Share Increase Proposal) and Proposal No. 1 (Nasdaq 5635(d) Proposal) we will be left with limited financial and corporate flexibility with respect to our ability to satisfy obligations under the New Notes, which could have a material adverse effect on our financial condition.

If stockholders do not approve this Proposal No. 3 (Authorized Share Increase Proposal), Proposal No. 2 (Restated Plan Proposal) will fail regardless of the vote of stockholders on such proposal, the Restated Plan will cease to be effective and the MIP Awards (other than the Immediate Vesting RSUs) will be forfeited. If the Restated Plan is not approved by stockholders and/or the Closing Date does not occur, the Existing Plan will continue in full force and effect as in effect prior to the Restated Plan Effective Date, and we may continue to grant awards under the Existing Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

Rights of Additional Authorized Shares

The additional authorized shares contemplated by the Share Increase Amendment would be a part of the existing class of Common Stock and, if issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. Holders of shares of Common Stock (solely in their capacity as holders) have no preemptive rights or rights to convert their shares of Common Stock into any other securities. Accordingly, should our board of directors elect to issue additional shares of Common Stock, existing holders of shares of Common Stock would not have any preferential rights to purchase such shares.

Effect on Existing Stockholders

Future issuances of Common Stock or securities convertible into Common Stock, including in connection with the New Notes and the Restated Plan, would have a dilutive effect on the earnings per share, book value per

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share, voting power and percentage interest of holdings of current stockholders. In addition, the availability of additional shares of our Common Stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company under a possible takeover scenario. Our board of directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This Proposal No. 3 (Authorized Share Increase Proposal) is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the board of directors from taking any actions that are consistent with its fiduciary duties in the future, including actions related to any attempt to acquire control of the Company. The Share Increase Amendment does not affect the number of shares or rights of preferred stock authorized. See the section of this proxy statement entitled “Background of the Special Meeting—Dilution” for additional information concerning the potential dilution after giving effect to the Exchange Offer and potential issuance of shares upon conversion of the New Notes and under the Restated Plan.

Board Recommendation

On September 28, 2025, our board of directors approved the Share Increase Amendment and declared that it was advisable and in the best interests of the Company and our stockholders, and directed that the Share Increase Amendment be submitted to our stockholders for approval and adoption and recommends that our stockholders approve and adopt the Share Increase Amendment.

If approved by our stockholders, the Share Increase Amendment would become effective upon the filing of a certificate of amendment setting forth the Share Increase Amendment with the Delaware Secretary of State, which we expect to file as soon as practicable following the Special Meeting. We intend to file a restated Charter with the Delaware Secretary of State after the Share Increase Amendment is effective. Although our board of directors intends to file the Share Increase Amendment as soon as practicable after the Special Meeting if this Proposal No. 3 (Authorized Share Increase Proposal) is approved, the board of directors may determine in its discretion to abandon the Share Increase Amendment at any time prior to the effectiveness of the Share Increase Amendment.

Vote Required

Proposal No. 3 (Authorized Share Increase Proposal) requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 3 (Authorized Share Increase Proposal). In addition, each other Existing Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

		The Board of Directors recommends a vote FOR the approval of the Authorized Share Increase Proposal.

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PROPOSAL NO. 4

REVERSE STOCK SPLIT

Description of Proposal

We are asking stockholders to approve a series of 30 alternate amendments to our Charter to effect (i) a reverse stock split (the “reverse stock split”) of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), if and when the reverse stock is effected.

Conditions to Approval of Proposal

Approval of this Proposal No. 4 (Reverse Stock Split Proposal) is independent and not conditioned upon the approval of any other proposal.

Background and Purpose of Proposal

On September 28, 2025, our board of directors adopted resolutions:

(i) Approving and declaring advisable a series of 30 alternate amendments of our Charter to effect, at the discretion of our board of directors, a reverse stock split:

(a) At one of 15 reverse stock split ratios, 1-for-10, 1-for-20, 1-for-30, 1-for-40, 1-for-50, 1-for-60, 1-for-70, 1-for-80, 1-for-90, 1-for-100, 1-for-110, 1-for-120, 1-for-130, 1-for-140 and 1-for-150, and contemporaneously with such reverse stock split and assuming that Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective, to effect a proportionate reduction in the number of authorized shares of Common Stock from 3,000,000,000 to 300,000,000, 150,000,000, 100,000,000, 75,000,000, 60,000,000, 50,000,000, 42,857,143, 37,500,000, 33,333,334, 30,000,000, 27,272,728, 25,000,000, 23,076,924, 21,428,572 and 20,000,000, respectively, and

(b) At one of 15 reverse stock split ratios, 1-for-10, 1-for-20, 1-for-30, 1-for-40, 1-for-50, 1-for-60, 1-for-70, 1-for-80, 1-for-90, 1-for-100, 1-for-110, 1-for-120, 1-for-130, 1-for-140 and 1-for-150, and contemporaneously with such reverse stock split and assuming that Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders, to effect a proportionate reduction in the number of authorized shares of Common Stock from 500,000,000 to 50,000,000, 25,000,000, 16,666,667, 12,500,000, 10,000,000, 8,333,334, 7,142,858, 6,250,000, 5,555,556, 5,000,000, 4,545,455, 4,166,667, 3,846,154, 3,571,429 and 3,333,334, respectively (the reverse stock splits and corresponding proportionate reductions in the number of authorized shares as described in clauses (a) and (b) are each referred to as a “Reverse Stock Split Amendment” and are collectively referred to as the “Reverse Stock Split Amendments”),

(ii) Directing that each of the Reverse Stock Split Amendments be submitted to our stockholders for their approval, and

(iii) Recommending that our stockholders approve each of the Reverse Stock Split Amendments.

The actual number of authorized shares of Common Stock and the total number of authorized shares the Company is authorized to issue after giving effect to the reverse stock split, if and when effected, will depend on the reverse stock split ratio that the board of directors ultimately determines to effect and whether Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and has become effective.

The table below shows the reverse stock split ratio and the number of authorized shares of Common Stock (and the total number of authorized shares of capital stock the Company can issue) for each of the 15 alternate

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amendments, identified as Amendments A-1 through O-1 for the Reverse Stock Split Amendments, if Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.

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PROPOSAL NO. 4 REVERSE STOCK SPLIT

The table below shows the reverse stock split ratio and the number of authorized shares of Common Stock (and the total number of authorized shares of capital stock the Company can issue) for each of the 15 alternate amendments, identified as Amendments A-2 through O-2 for the Reverse Stock Split Amendments, if Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders.

Upon receiving stockholder approval of the Reverse Stock Split Amendments, our board of directors will have the authority, but not the obligation, in its sole discretion, to elect whether to effect a reverse stock split and, if so, to determine the reverse stock split ratio from among the approved proposed Reverse Stock Split Amendments described in the tables above. If our board of directors determines to effect a reverse stock split, the Company will effect the reverse stock split by filing a certificate of amendment for the selected Reverse Stock Split Amendment in the form attached to this proxy statement as Annex C or Annex D, as applicable.

For convenience of our stockholders, each of the 15 amendments assuming that Proposal No. 3 (Authorized Share Increase Proposal) has been approved by our stockholders and becomes effective (as described in A-1 through O-1 above) has been set forth in Annex C and each of the 15 amendments assuming that Proposal No. 3 (Authorized Share Increase Proposal) has not been approved by our stockholders (as described in A-2 through O-2 above) has been set forth in Annex D, in each case, indicating in brackets the reverse stock split ratio and the corresponding total number of authorized shares and number of authorized shares of Common Stock that the Company would be authorized to issue for each of the alternate Reverse Stock Split Amendments. If our board of directors elects to effect a reverse stock split, only one Reverse Stock Split Amendment providing for the reverse stock split ratio will be chosen from among the approved proposed Reverse Stock Split Amendments, and a certificate of amendment for the selected Reverse Stock Split Amendment will be filed with the Secretary of State of the State of Delaware and become effective. In such case, our board of directors will abandon all other Reverse Stock Split Amendments.

We believe it is beneficial to provide our board of directors with the authority and flexibility to effect a reverse stock split, if and when needed, in the event our board of directors determines that a reverse stock split is in the best interests of the Company and our stockholders, including in order to maintain the Nasdaq listing of our

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Common Stock or to bring the share price of our Common Stock in line with our peers or for other corporate purposes. However, pursuant to voting agreements entered into between the Company and Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes, our board of directors may not effectuate a reverse stock split on or prior to the Final Release Date, provided we may effectuate a reverse stock split earlier, beginning on the Early Release Date if (i) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (ii) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction. In connection with any determination to effect the reverse stock split, our board of directors will set the timing for such a split and select the Reverse Stock Split Amendment from the Reverse Stock Split Amendments set forth in the tables above.

The determination as to whether the reverse stock split will be effected and, if so, pursuant to which Reverse Stock Split Amendment, will be based upon those market or business factors deemed relevant by our board of directors at that time, including, but not limited to:

Our board of directors believes that having stockholders approve 30 alternate Reverse Stock Split Amendments and granting the board of directors the discretion to select the ratio set forth in one Reverse Stock Split Amendment set forth in the tables above depending on whether Proposal No. 3 (Authorized Share Increase Proposal) has been approved by our stockholders and becomes effective, rather than having stockholders approve one specified ratio, provides us with maximum flexibility to react to then-current market conditions and volatility in the market price of our Common Stock in order to set a ratio that is intended to maintain for the foreseeable future, given market fluctuations, a stock price in excess of $1.00 per share to avoid a Nasdaq delisting of our shares of Common Stock, which could have an adverse effect on our business, liquidity and on the trading of our Common Stock due to, among other things, potential loss of confidence by partners, lenders, suppliers, customers and employees, and increased difficulty in raising capital. We also believe that an increased market price of our Common Stock may improve the marketability and liquidity of our Common Stock and encourage interest and trading in shares of our Common Stock, as well as bring the price of our Common Stock to a level commensurate with peer companies. In addition, a low per share price may negatively impact our acceptability to certain institutional investors, professional investors and other market participants.

Effect of Proposal

Approval of Proposal

If approved by our stockholders and implemented by our board of directors, as of the effective time of the Reverse Stock Split Amendment, each issued and outstanding share of our Common Stock would immediately and automatically be reclassified and reduced into a fewer number of shares of our Common Stock, depending upon the Reverse Stock Split Amendment selected by our board of directors, which ratio will be among the Reverse Stock Split Amendments set forth in the tables above except as described under the “—Fractional Shares” section below with respect to fractional shares. In addition, as of the effective time of the Reverse Stock

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Split Amendment, the total number of authorized shares of Common Stock will be proportionately reduced (and the total number of authorized shares of capital stock the Company may issue will be correspondingly reduced) depending on the Reverse Stock Split Amendment selected by our board of directors and whether Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.

Except with respect to fractional shares as described under the “—Fractional Shares” section below, the reverse stock split will not:

Depending upon the ratio selected by our board of directors, the principal effects of the reverse stock split are:

The following table contains approximate information relating to our Common Stock, based on share information as of June 28, 2025, and the impact of the reverse stock split thereon under the minimum and maximum proposed ratio assuming Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective:

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The following table contains approximate information relating to our Common Stock, based on share information as of June 28, 2025, and the impact of the reverse stock split thereon under the minimum and maximum proposed ratio assuming Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders:

After the effective date of the reverse stock split, our Common Stock will have a new CUSIP number. Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of the reverse stock split will not affect the registration of our Common Stock under the Exchange Act.

Required Adjustment to Currently Outstanding Securities Exercisable or Convertible into Shares of our Common Stock. The reverse stock split would effect a reduction in the number of shares of Common Stock issuable upon the exercise of any outstanding stock equity awards and warrants and upon conversion of convertible notes in proportion to the reverse stock split ratio. The exercise price of any outstanding equity awards and warrants and conversion price of any outstanding convertible notes would increase, likewise in proportion to the reverse stock split ratio.

Required Adjustment to the Number of Shares of Common Stock Available for Future Issuance Under our Equity Plans. In connection with any reverse stock split, the board of directors would also make a corresponding reduction in the number of shares available for future issuance under our equity plans so as to avoid the effect of increasing the number of authorized but unissued shares available for future issuance under such plans.

Odd Lots. In addition, the reverse stock split may result in some stockholders owning “odd lots” of less than one hundred (100) shares of Common Stock, which may be more difficult to sell and may cause those holders to incur greater brokerage commissions and other costs upon sale.

Certificate of Amendment. If our board of directors determines to implement the reverse stock split, we will file a certificate of amendment for the selected Reverse Stock Split Amendment in the form attached to this proxy

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statement as Annex C or Annex D, as applicable, with the Delaware Secretary of State and will abandon the other Reverse Stock Split Amendments. Upon the filing and effectiveness of the selected Reverse Stock Split Amendment, without any further action on our part or our stockholders, the issued shares of Common Stock held by stockholders as of the effective date of the reverse stock split would be converted into a lesser number of shares of Common Stock based on the ratio included in the selected Reverse Stock Split Amendment and the number of authorized shares of Common Stock will be reduced accordingly. We intend to file a restated Charter with the Delaware Secretary of State after the Reverse Stock Split Amendment is effective.

Effect on Preferred Stock. The proposed Reverse Stock Split Amendment would not impact the total authorized number of shares of preferred stock or the par value thereof.

Effect on Par Value. The proposed Reverse Stock Split Amendment will not affect the par value of our Common Stock, which will remain at $0.0001 per share.

Failure to Approve Proposal

In the event that the Reverse Stock Split Amendments are not approved by our stockholders, we intend to monitor the trading price of our Common Stock on Nasdaq and will consider available options to resolve any potential non-compliance with the Nasdaq listing rules. On September 26, 2025, the last trading day prior to the filing of this proxy statement, the closing price of our Common Stock on Nasdaq was $2.85 per share. We believe that our ability to remain listed on Nasdaq would be significantly and negatively affected if this Proposal No. 4 (Reverse Stock Split Proposal) is not approved in the event the share price of our Common Stock were to drop below $1.00. In addition, if our Common Stock is delisted it will significantly and negatively affect our ability to obtain alternative debt or equity financing in order to support Company operations.

Fractional Shares

Common Stock. If the shares of Common Stock held by any holder of Common Stock immediately prior to the effectiveness of the Reverse Stock Split Amendment are collectively reclassified pursuant to the reverse stock split into a fractional share of Common Stock, the Company will issue to such holder such fraction of a share of Common Stock as is necessary to round the number of shares of Common Stock held by such holder immediately following the reverse stock split up to the nearest whole number of shares. Such additional shares of Common Stock would be issued in consideration for the corporate benefits to the Company arising from not having to issue fractional shares or pay in cash the fair value of such fractional shares in lieu of the issuance thereof, which would result in any fractional shares of Common Stock that would otherwise be held by a holder following the reverse stock split being rounded up to the nearest whole number of shares of Common Stock.

Equity Awards: If the reverse stock split is effected, the number of shares available for issuance under our equity plans on such date, as well as the number of shares subject to any outstanding award and the exercise price, grant price or purchase price relating to any such award under our equity plans, are expected to be equitably adjusted by our board of directors to reflect the reverse stock split. Any fractional shares resulting from such adjustment are expected to be eliminated by rounding upward or downward to the nearest whole share.

Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record

If you hold registered shares of our Common Stock in book-entry form, you do not need to take any action to receive your post-reverse stock split shares of our Common Stock in registered book-entry form. If you are entitled to post-reverse stock split shares of our Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the effectiveness of the reverse stock split indicating the number of shares of our Common Stock you hold.

At the effectiveness of the reverse stock split, we intend to treat stockholders holding shares of our Common Stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered

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stockholders whose shares of our Common Stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the reverse stock split for their beneficial holders holding shares of our Common Stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the reverse stock split. If you hold your shares of our Common Stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

Accounting Matters

The reverse stock split will not affect the common stock capital account on our balance sheet and the par value of our Common Stock will remain unchanged. The stated capital component, which consists of the par value per share of our Common Stock multiplied by the aggregate number of shares of our Common Stock issued, will be reduced in proportion to the size of the reverse stock split, subject to a minor adjustment in respect of the treatment of fractional shares as described above, and the additional paid-in capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Immediately after the reverse stock split, the per share net income or loss and net book value of our Common Stock will be increased, as compared to the per share amounts absent the reverse stock split, because there will be fewer shares of common stock outstanding.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed reverse stock split, our board of directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Potential Anti-Takeover Effect

The reverse stock split is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar amendments to the board of directors and our stockholders.

No Appraisal Rights

Our stockholders are not entitled to appraisal rights with respect to the reverse stock split, and we will not independently provide stockholders with any such right.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the reverse stock split, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (“IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought and do not currently intend to seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the reverse stock split.

This discussion is limited to U.S. Holders that hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the

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alternative minimum tax, the Medicare contribution tax on net investment income or any item of gross income with respect to our Common Stock being taken into account in an “applicable financial statement” (as defined in the Code). In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the reverse stock split to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock that for U.S. federal income tax purposes is, or is treated as:

The proposed reverse stock split is intended to be treated as a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder generally should not recognize

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gain or loss upon the proposed reverse stock split for U.S. federal income tax purposes. A U.S. Holder’s aggregate adjusted tax basis in the shares of our Common Stock received pursuant to the proposed reverse stock split should equal the aggregate adjusted tax basis of the shares of our Common Stock exchanged therefor. The U.S. Holder’s holding period in the shares of our Common Stock received pursuant to the proposed reverse stock split should include the holding period in the shares of our Common Stock exchanged therefor. However, a U.S. Holder who receives a whole share of Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which such U.S. Holder was otherwise entitled. Any such recognition of gain may affect the holding period and adjusted tax basis of such U.S. Holder’s whole share received in lieu of a fractional share. U.S. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of Common Stock surrendered in a recapitalization to shares received in the recapitalization. U.S. Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal No. 4 (Reverse Stock Split Proposal) regarding the proposed reverse stock split except to the extent of their ownership of shares of our Common Stock or securities exercisable or convertible into shares of Common Stock.

Reservation of Right to Abandon Reverse Stock Split

We reserve the right to abandon any or all of the Reverse Stock Split Amendments without further action by our stockholders at any time before the effectiveness of the filing of a certificate of amendment setting forth the Reverse Stock Split Amendment with the Delaware Secretary of State, even if the Reverse Stock Split Amendment has been approved by our stockholders at the Special Meeting. If our board of directors decides to effect the reverse stock split, our board of directors will abandon all of the Reverse Stock Split Amendments other than the Reverse Stock Split Amendment that is filed with the Delaware Secretary of State. By voting in favor of this Proposal No. 4 (Reverse Stock Split Proposal), you are expressly also authorizing our board of directors to delay, or not to proceed with and abandon, the Reverse Stock Split Amendment if it should so decide, in its sole discretion, and that such action is in the best interests of the Company and our stockholders.

Board Recommendation

On September 28, 2025, our board of directors approved the 30 alternate Reverse Stock Split Amendments and declared that they are advisable and in the best interests of the Company and our stockholders, and directed that the 30 alternate Reverse Stock Split Amendments be submitted to our stockholders for approval and adoption and recommends that our stockholders vote “FOR” approval of this Proposal No. 4 (Reverse Stock Split Proposal).

Vote Required

Proposal No. 4 (Reverse Stock Split Proposal) requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 4 (Reverse Stock Split Proposal). In addition, each other Existing

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Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement. As previously described, we also agreed in the voting agreements not to effectuate a reverse stock split on or prior to the Final Release Date, provided we may effectuate a reverse stock split earlier, beginning on the Early Release Date if (i) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (ii) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction.

		The Board of Directors recommends a vote FOR the Reverse Stock Split Proposal.

PROPOSAL NO. 4 REVERSE STOCK SPLIT

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PROPOSAL NO. 5

ADJOURNMENT OF SPECIAL MEETING

Description of Proposal

We are asking our stockholders to approve one or more adjournments of the Special Meeting or any adjournment(s) thereof in the event that there is not a sufficient number of votes at the Special Meeting to approve Proposals Nos. 1, 2, 3 or 4.

Conditions to Approval of Proposal

Approval of this Proposal No. 5 (Adjournment Proposal) is independent and not conditioned upon the approval of any other proposal.

Background and Purpose of Proposal

In order to permit proxies that have been timely received to be voted for such adjournments, we are submitting this proposal as a separate matter for your consideration. If it is necessary to adjourn the Special Meeting and if the adjournment is for a period of 30 days or less, notice need not be given of the adjourned meeting if the time, place (if any) and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken, or is provided in any other manner permitted by the Delaware General Corporation Law. At the adjourned meeting, the Company may transact any business which might have been transacted at the Special Meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

Board Recommendation

Our board of directors has approved the submission to the stockholders of this Proposal No. 5 (Adjournment Proposal) to approve one or more adjournments of the Special Meeting or any adjournment(s) thereof in the event that there is not a sufficient number of votes at the Special Meeting to approve Proposals Nos. 1, 2, 3 or 4, determined that this proposal is in the best interests of the Company and our stockholders and recommends that our stockholders vote “FOR” this Proposal No. 5 (Adjournment Proposal).

Vote Required

Proposal No. 5 (Adjournment Proposal) requires the affirmative vote of the holders of a majority of the voting power of the shares of our Common Stock entitled to vote on this proposal that are present in person (which includes by remote communication) or represented by proxy at the Special Meeting and are voted for or against such proposal. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

Existing Noteholders holding approximately 47% of the aggregate outstanding principal amount of the Existing Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 5 (Adjournment Proposal). In addition, each other Existing Noteholder who elects to tender Existing Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special

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PROPOSAL NO. 5 ADJOURNMENT OF SPECIAL MEETING

Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

		The Board of Directors recommends a vote FOR the Adjournment Proposal.

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BOARD OF DIRECTORS COMPENSATION

Director Compensation

Under our outside director compensation policy, we compensate non-employee directors for their service on our board of directors with a combination of cash and equity awards under the Existing Plan, the amounts of which are intended to be commensurate with their role and involvement. The compensation program for our non-employee directors is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Directors are also reimbursed for their reasonable expenses for attending board and committee meetings. Directors who are also our employees receive no additional compensation for their service as directors. Mr. Brown, our President and Chief Executive Officer, does not receive compensation for his board service under our outside director compensation policy.

Our human capital management and compensation committee, which is composed solely of independent directors, has the primary responsibility for reviewing and making recommendations to our board of directors as to non-employee director compensation. Our human capital management and compensation committee has periodically reviewed and assessed the level, type and form of compensation paid to our non-employee directors. In October 2024, our human capital management and compensation committee recommended and our board of directors adopted stock ownership guidelines for outside directors. There was no other change to our non-employee director compensation in 2024, but certain changes were implemented in May 2025, as discussed below.

Cash Compensation

Under our outside director compensation policy, we pay our non-employee directors an annual cash retainer for service on our board of directors and an additional annual cash retainer for service on each committee on which the director is a member, payable in equal quarterly installments in arrears, prorated based on the days served in the applicable quarter. Our chair of the board, lead independent director and chair of each committee receive higher annual cash retainers for service in such roles. For each person who is elected or appointed for the first time to be an outside director, the first quarterly installment of the annual retainers set forth below will be paid for the first quarter that ends on or after the date of his or her initial election or appointment to be an outside director, prorated based on service during the quarter.

In June 2024, the board of directors authorized and approved the formation of a special transaction committee of the board to carry out the powers, responsibilities and obligations related to the review, consideration, evaluation and negotiation of one or more potential refinancing transactions of the Existing Notes and potential strategic alternatives available to the Company, including the Exchange Offer. In May 2025, our human capital management and compensation committee recommended, and our board of directors approved, the implementation of an annual retainer for the chair and the members of the transaction committee of $50,000 and $37,500, respectively, with retroactive effect as of January 1, 2025. The transaction committee will be disbanded upon the closing of the Exchange Offer, with the cash retainers for committee members to be prorated for the calendar quarter in which such closing occurs.

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BOARD OF DIRECTORS COMPENSATION

The cash compensation paid to our non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member is as follows:

Equity Compensation

In May and September 2025, our human capital management and compensation committee recommended, and our board of directors approved, the suspension of the equity compensation for our non-employee directors, including initial and annual awards, until otherwise determined by our board of directors.

Initial Grant

Under our outside director compensation policy as in effect prior to the suspension of the equity compensation for our non-employee directors for the remainder of 2025, unless otherwise determined by the board of directors upon recommendation of the human capital management and compensation committee, each non-employee director elected or appointed to our board of directors for the first time was entitled to receive two restricted stock unit (“RSU”) awards upon the date of his or her initial election or appointment as a non-employee director. The first RSU award had an RSU value of $250,000 and will vest in equal monthly installments over the 3-year period following the grant date, subject to the director’s continued service through the applicable vesting date. The second RSU award had an RSU value of $105,000, prorated based on the number of full months that were expected to lapse between the non-employee director’s election or appointment to our board of directors and the next annual meeting of stockholders, and vested in equal monthly installments over the total number of full months following the grant date that were expected to lapse between the director’s election or appointment to our board of directors and the next annual meeting of stockholders, subject to the director’s continued service through the applicable vesting date.

Annual Grant

Under our outside director compensation policy as in effect prior to the suspension of the equity compensation for our non-employee directors for the remainder of 2025, unless otherwise determined by the board of directors upon recommendation of the human capital management and compensation committee, on the date of each annual meeting of stockholders, each director whose service as a non-employee member of our board of directors was to continue following such annual meeting was granted an RSU award having an RSU value of $105,000. This RSU award vested in equal monthly installments over the twelve-month period following the grant date, subject to the director’s continued service through the applicable vesting date.

As a result of the suspension of equity compensation for our non-employee directors in May 2025, our non-employee directors did not receive RSU awards on the date of our 2025 annual meeting of stockholders.

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BOARD OF DIRECTORS COMPENSATION

RSU Value

For purposes of RSU awards granted under our outside director compensation policy, the number of shares of Common Stock subject to the RSU award was equal to the RSU intended grant value divided by the average closing price of a share of our Common Stock as quoted on the Nasdaq Global Select Market over the thirty trading days preceding the grant date, rounded down to the nearest whole number of shares.

Vesting Acceleration

Non-employee directors’ RSU awards will vest in full immediately prior to, and contingent upon, a change in control of the company if the non-employee director remains in continuous service as a member of the board of directors until immediately prior to the change in control. All outstanding RSUs held by the non-employee directors will vest in connection with the closing of the Exchange Offer.

Award Limitations

The compensation paid to our non-employee directors is subject to the limits on director compensation set forth in the Existing Plan and, following its adoption, the Restated Plan.

Stock Ownership Guidelines for Outside Directors

In October 2024, our board of directors adopted stock ownership guidelines for outside directors to strengthen the alignment of interests between our non-employee directors and stockholders. Under the guidelines, each non-employee director is expected to own shares of our Common Stock having a value equal to at least five times the non-employee director’s annual cash retainer, within five years from the later of October 22, 2024, and the date he or she first became a non-employee director. The shares counted towards this ownership requirement include (i) shares owned outright by the non-employee director or any of such person’s immediate family residing in the same household; (ii) shares held in trust for the benefit of the non-employee director or such person’s immediate family residing in the same household; (iii) shares underlying vested but unsettled restricted stock and restricted stock units (whether time or performance-based); and (iv) unvested restricted stock and restricted stock units, excluding unvested performance-based restricted stock and/or restricted stock units (during periods preceding certification of attainment of the applicable performance conditions thereunder). As of December 31, 2024, each non-employee director was in compliance with the applicable stock ownership guidelines or on track to achieve compliance within the allotted five-year time frame.

Non-Employee Director Compensation Table

The following table provides information for all compensation awarded to, earned by or paid to each person who served as a non-employee director in the year ended December 31, 2024. As a named executive officer, the compensation received by Mr. Brown is shown below in “Executive Compensation: Summary Compensation Table.”

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BOARD OF DIRECTORS COMPENSATION

Compensation Committee Interlocks and Insider Participation

During 2024, Colleen Jay, Raymond J. Lane, Muktesh “Micky” Pant and Kathy N. Waller served on our human capital management and compensation committee. None of the members of our human capital management and compensation committee is or has been an officer or employee of the Company and, none had or have any relationships with the Company during the last completed fiscal year that are required to be disclosed under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or human capital management and compensation committee.

Director and Officer Indemnification Agreements

We have entered, and may continue to enter into, separate indemnification agreements with our directors and executive officers, which provide indemnification in addition to the indemnification provided for in our Bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request.

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EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of September 19, 2025. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors, director nominees or executive officers.

ETHAN BROWN

Founder, President and Chief Executive Officer, Board Member

Ethan Brown is the Founder of Beyond Meat and has served as our President and Chief Executive Officer and as a member of our board of directors since our inception in 2009. He has served as a manager of the Planet Partnership, LLC, our joint venture with PepsiCo, Inc., since January 2021, and served as our Secretary from our inception to September 2018. Mr. Brown began his career with a focus on clean energy and the environment, including serving as an energy analyst for the National Governors’ Center for Best Practices. He then joined Ballard Power Systems, Inc. (NASDAQ: BLDP), a proton exchange membrane fuel cell company, being promoted from an entry-level manager to reporting directly to the Chief Executive Officer before leaving to found Beyond Meat. Mr. Brown also created and opened a center for fuel reformation and has held several industry positions, including Vice Chairman of the Board at The National Hydrogen Association and Secretary of the United States Fuel Cell Council. He is on the board of the American Cancer Society’s CEO’s Against Cancer (LA Chapter), is a Henry Crown Fellow at the Aspen Institute, was honored as part of The Independent’s Climate 100 for 2024, Inc.’s Best Led Companies 2021, The Bloomberg 50 for 2019 and Newsweek’s Top Innovators of 2019, and, along with Beyond Meat, is the recipient of the United Nation’s highest environmental accolade, Champion of the Earth (2018). Mr. Brown received an MBA degree from Columbia University, an MPP degree with a focus on Environment from the University of Maryland and a BA degree in History and Government from Connecticut College.

LUBI KUTUA

Chief Financial Officer and Treasurer

Lubi Kutua has served as the Company’s Chief Financial Officer and Treasurer since October 2022. Mr. Kutua served as Vice President, FP&A and Investor Relations from January 2019 to October 2022. Before joining Beyond Meat, Mr. Kutua served as Vice President, Equity Research, with a focus on the packaged foods and agribusiness sectors, at Jefferies, LLC from August 2015 to January 2019. Prior to that, Mr. Kutua served as Associate-Analyst, Equity Research, also focusing on packaged foods and agribusiness, at KeyBanc Capital Markets. He began his career in financial services at Goldman Sachs, most recently serving as Associate, Divisional Management Reporting. Mr. Kutua received his BA degree in Mathematics and Physics from Hamilton College, and his MBA degree from The New York University Leonard N. Stern School of Business.

DARIUSH AJAMI, PhD

Chief Innovation Officer

Dariush Ajami, PhD, joined Beyond Meat in June 2015. Since July 2018, Dr. Ajami has been Chief Innovation Officer of Beyond Meat. He served as Director of Chemistry from June 2015 to August 2016, Director of

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EXECUTIVE OFFICERS

Research from August 2016 to August 2017 and Vice President of Innovation from August 2017 to July 2018. Prior to joining Beyond Meat, Dr. Ajami was an Assistant Professor of Molecular Assembly at The Scripps Research Institute and Skaggs Institute of Chemical Biology from July 2008 to June 2015, where he worked on the fundamentals of molecular assembly, natural products and their applications in therapeutic development. Dr. Ajami has a BS degree in Chemistry from Isfahan University, Iran, an MS degree in Organic Chemistry from the Chemistry and Chemical Engineering Research Center of Iran, and a PhD degree in Organic Chemistry from the Technical University of Brunswick (Technische Universität Braunschweig), Germany.

TERI L. WITTEMAN

Chief Legal Officer and Secretary

Teri L. Witteman joined Beyond Meat as General Counsel and Secretary in May 2019, and has served as Chief Legal Officer since April 2021. Prior to joining Beyond Meat, Ms. Witteman was a partner with Musick, Peeler & Garrett LLP from April 2016 to May 2019, specializing in the areas of SEC compliance, corporate governance, and mergers and acquisitions. Before joining Musick Peeler, Ms. Witteman was an attorney with Anglin Flewelling Rasmussen Campbell & Trytten LLP from September 2004 to April 2016, having started her career with Latham & Watkins LLP in Los Angeles, where she focused on corporate finance and mergers and acquisitions. From December 2012 to September 2018, Ms. Witteman served as Secretary of Farmer Bros. Co. (NASDAQ: FARM), a national coffee roaster, wholesaler and distributor of coffee, tea and culinary products. Ms. Witteman has served on the board of directors of the El Segundo Economic Development Corporation since 2024, and served as a member of the policy advisory council (previously the policy committee) of the Plant Based Foods Association from April 2023 until June 2025. Ms. Witteman received her Juris Doctor degree, Order of the Coif, from UCLA School of Law, and her BA degree in Economics, with honors and distinction, from the University of California, Berkeley.

JONATHAN NELSON

Chief Operations Officer

Jonathan Nelson has served as the Company’s Chief Operations Officer since January 2024. Prior to that, Mr. Nelson served as Senior Vice President, Operations from October 2022 to January 2024, Senior Vice President, Manufacturing Operations from December 2021 to October 2022, and Vice President, NA Manufacturing Operations from May 2021 to November 2021, assuming additional responsibilities on an interim basis pending the search for a chief operating officer from August 2021 to December 2021. Prior to joining the Company, from March 2021 to May 2021, Mr. Nelson served as Chief Executive Officer of JP Nelson Consulting, a private consulting firm. From January 2012 to January 2021, Mr. Nelson served in various roles with SunOpta, Inc. (NASDAQ: STKL), a global company focused on plant-based foods and beverages, fruit-based foods and beverages, and organic ingredient sourcing and production, including as Vice President, Operations–Ingredients from January 2012 to March 2016, and Vice President, Operations–Plant Based Food and Beverage from March 2016 to January 2021. Mr. Nelson received his BS degree in Paper Science and Engineering from the University of Minnesota, and his MBA degree from the University of Mary.

DREW LUFKIN

Senior Vice President, Sales

Drew Lufkin joined Beyond Meat as Senior Vice President, Sales in April 2024. Before joining Beyond Meat, Mr. Lufkin served as Vice President of Sales–Retail/Foodservice at Heartland Food Products Group, a global leader in the consumer-packaged goods industry producing low-calorie sweeteners, coffee, creamers, adult nutrition and liquid water enhancers, from 2017 to 2024. Prior to that, Mr. Lufkin served as Vice President–Sales and Marketing from 2016 to 2017 and Division Vice President–Sales and Marketing from 2012 to 2016 at Kruger Products USA, a leading manufacturer and distributor of tissue and paper towel products. Prior to that, Mr. Lufkin served in various roles at Crossmark Sales & Marketing from 2004 to 2012, most recently as Division Manager. Mr. Lufkin received his BS degree in Business Administration from Babson College.

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JOHN BOKEN

Interim Chief Transformation Officer

John Boken was appointed as the Company’s interim Chief Transformation Officer in August 2025. Mr. Boken has been a Partner and Managing Director in the Turnaround and Restructuring Services practice at AlixPartners, LLP (“AlixPartners”), an international consultancy firm, for over 6 years and has over 35 years of interim management, corporate turnaround and restructuring experience. As part of his employment at AlixPartners, and a predecessor entity, Zolfo Cooper LLC, Mr. Boken served as Chief Executive Officer of MVK FarmCo LLC dba Prima Wawona from February 2023 to April 2024, as CEO of SolarWorld Americas from January 2018 to July 2022 and as Deputy Chief Restructuring Officer for PG&E Corporation from January 2019 to July 2020, among other executive roles with client companies. Mr. Boken was a Managing Director at Zolfo Cooper LLC, a boutique corporate turnaround and restructuring firm, from July 2002 to November 2018 before Mr. Boken and his partners sold the firm to AlixPartners in November 2018 and combined the practices. Prior to joining Zolfo Cooper LLC in July 2002, Mr. Boken was the Managing Partner of the Los Angeles corporate restructuring practice at Arthur Andersen. Mr. Boken serves on the Board of Directors for The Pasha Group, a privately owned, West Coast-based leader in the shipping, transportation and logistics industry and on the Board of Trustees for the University of Scranton. Mr. Boken holds a BS degree in finance from Santa Clara University and is a Certified Public Accountant (inactive), as well as a member of the Turnaround Management Association.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discusses the compensation of our named executive officers (“NEOs”) for 2024 and is designed to provide our stockholders with an explanation of our executive compensation philosophy and objectives, our executive compensation program and the compensation granted or earned by the following NEOs in 2024:

Executive Summary

2024 Business Performance Overview

Financial Overview and Highlights

Net revenues decreased to $326.5 million in 2024 from $343.4 million in 2023, representing a 4.9% decrease. We have generated losses since inception. Net loss in 2024 and 2023 was $160.3 million and $338.1 million, respectively, as weak demand, driven by prolonged softness in demand in the plant-based meat category and for our products in certain channels and regions and increased competition, among other things, resulted in declines in our net revenues that we were unable to offset with commensurate cost reductions. Our operating environment continues to be affected by uncertainty related to macroeconomic issues, including ongoing, further weakened demand in the plant-based meat category, inflation, higher interest rates, current and proposed future tariffs, and potential recessionary concerns, among other things, all of which have had and could continue to have unforeseen impacts on our actual realized results.

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COMPENSATION DISCUSSION AND ANALYSIS

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COMPENSATION DISCUSSION AND ANALYSIS

Cost-Reduction Initiatives and Global Operations Review

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 strategic key long-term partners and opportunities.

To reduce operating expenses, in November 2023, we initiated our review of our global operations (the “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, and may in the future include, 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; planned and future reductions in our workforce; and the suspension and substantial cessation of our operational activities in China in the first half of 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).

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 decision was based on cost-reduction initiatives intended to reduce operating expenses.

In addition, as part of our Global Operations Review, on February 24, 2025, our board of directors approved a plan to suspend our current operational activities in China, which substantially ceased by the end of the second quarter 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 decision was based on cost-reduction initiatives intended to reduce operating expenses.

On August 6, 2025, our management approved a plan to reduce our current workforce in North America by approximately 44 employees, representing approximately 6% of our total global workforce. This decision was based on cost-reduction initiatives intended to reduce cost of goods sold and operating expenses.

2024 Executive Compensation Overview

The cornerstone of our compensation philosophy is pay for performance. We annually assess the financial performance of the Company and have designed pay programs to align to the financial performance results and market expectations.

We closely align the compensation paid to our NEOs with achievement of both near- and long-term financial goals. Approximately 91% of the target compensation awarded in 2024 to Ethan Brown, our President and Chief Executive Officer, was performance-based or at risk, and approximately 81% of the target compensation awarded in 2024 to our other NEOs, as a group, was performance-based or at risk.

As discussed further below, in 2024 our peer group was revised to include only food and beverage companies within a relevant size range and remove biotechnology, pharmaceuticals and life sciences, and high-growth companies. In turn, 2024 target total direct compensation (“Target TDC”) of our President and Chief Executive Officer, Mr. Brown, was reduced by approximately 20%, from $6.9 million in 2023 to $5.5 million in 2024.

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COMPENSATION DISCUSSION AND ANALYSIS

Alignment Between 2024 Performance and Executive Compensation

Our linkage of compensation paid to our NEOs with achievement of financial goals and stockholder interests is underscored by our NEOs’ year-end 2024 realizable total direct compensation (“Realizable TDC”) in relation to 2024 Target TDC.

Zero Payouts Under Our Short-Term Incentive (“STI”) Plan and Significant Reductions to Realizable Value of Stock Options and RSUs

For 2024, the STI plan design for executive officers was based 100% on Company performance with funding based on the achievement of the following performance goals: net revenues; free cash flow; gross margin; and operating expenses.

Our human capital management and compensation committee convened in February 2025 to discuss the level of achievement of the 2024 performance goals and determined that the 2024 threshold funding goals for net revenues, free cash flow, gross margin and operating expenses were not achieved. As a result, our NEOs did not receive any payments under our Executive Incentive Bonus Plan (“Bonus Plan”) for 2024.

By the end of 2024, the realizable value of stock options granted earlier in the year had fallen to zero and the realizable value of annual RSUs granted earlier in the year had fallen to approximately 38% of their grant-date target value.

CEO 2024 Target TDC and Year-End 2024 Realizable TDC

The graphic below shows year-end 2024 Realizable TDC in relation to 2024 Target TDC for our President and Chief Executive Officer, Mr. Brown. As shown below, Mr. Brown’s year-end 2024 Realizable TDC was approximately 32% of his 2024 Target TDC.

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COMPENSATION DISCUSSION AND ANALYSIS

How the Board of Directors is Addressing Feedback About Our Compensation Program

Our board of directors and human capital management and compensation committee deem stockholder input essential and will continue to consider stockholder views in the evolution of our executive compensation program. The majority of the stockholders who voted at our 2024 annual meeting of stockholders, representing approximately 85% of total votes cast, voted in support of our Say on Pay proposal. In addition, the majority of the stockholders who voted at our 2025 annual meeting of stockholders, representing approximately 87% of total votes cast, voted in support of our Say on Pay proposal.

In 2023, we launched a formal stockholder outreach program, which included attendance by the chair of our human capital management and compensation committee, in order to solicit additional input from stockholders on board composition, governance practices and policies, executive compensation framework, and other matters related to our strategy and performance. At the time of our outreach in 2023, our institutional ownership totaled approximately 39% of our issued and outstanding shares. In 2023, we solicited the views of our top institutional investors that we believe represented approximately 24% of our issued and outstanding shares and had discussions with and received feedback from investors representing approximately 19% of our issued and outstanding shares.

In 2024, we continued our formal stockholder outreach program. At the time of our outreach in 2024, our institutional ownership totaled approximately 36% of our issued and outstanding shares. We solicited the views of our top institutional investors that we believe represented approximately 23% of our issued and outstanding shares as of August 7, 2024. We had discussions with and received feedback from investors representing approximately 17% of our issued and outstanding shares as of August 7, 2024.

Feedback from our stockholder outreach program relating to executive compensation matters was shared with and considered by our human capital management and compensation committee. Stockholder feedback received in 2023 and 2024 was generally supportive of the design of our executive compensation program.

In response to stockholder feedback received in 2023, our human capital management and compensation committee made certain changes to our executive compensation program for 2024:

In October 2024, our board of directors adopted stock ownership guidelines for outside directors to strengthen the alignment of interests between our non-employee directors and stockholders. As of December 31, 2024, each non-employee director was in compliance with the applicable stock ownership guidelines or on track to achieve compliance within the allotted five-year time frame.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Practices and Governance Policies

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy

We have designed our executive compensation program to attract, motivate and retain a team of highly qualified executives who will drive innovation and business success. In order to motivate and reward our NEOs for work that improves our long-term business performance and increases stockholder value, we have set out the following objectives:

2024 NEO Compensation Details

Our three core elements of NEO direct compensation for 2024 were base salary, an annual cash STI opportunity and long-term incentive equity awards. Most compensation awarded to each NEO was “at-risk” to the NEO because it was contingent on Company performance. The graphics below reflect the approximate general distribution of these three core elements of NEO Target TDC awarded during 2024 as determined by our human capital management and compensation committee.

The above calculations include: (i) full annual base salary at highest level for each NEO including Mr. Brown ($500,000), Mr. Kutua ($390,000), Dr. Ajami ($440,000), Ms. Witteman ($415,000) and Mr. Nelson ($370,000); (ii) full cash STI bonus at target for each NEO, including Mr. Brown ($500,000), Mr. Kutua ($234,000), Dr. Ajami ($264,000), Ms. Witteman ($249,000) and Mr. Nelson ($222,000); and (iii) target value of equity awards based on 2024 annual equity awards for each NEO, including Mr. Brown ($4,500,000), Mr. Kutua ($2,000,000), Dr. Ajami ($1,550,000), Ms. Witteman ($1,200,000) and Mr. Nelson ($1,200,000).

Base Salary

Base salaries compensate our NEOs for expected levels of day-to-day performance and are determined by each NEO’s role and responsibilities, pay at comparable companies, our budget for the coming year, and the resulting total target compensation that can be earned given the individual’s base salary, related target cash STI opportunity and equity awards. Base salaries reflect a minority of total target compensation, with desired positioning generally aligned with at-market levels of the competitive talent market. In 2024, excluding executive

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COMPENSATION DISCUSSION AND ANALYSIS

officers, the Company generally had a salary increase budget of 3.5% to 5.5% depending on geography (3.5% in the U.S.), reflecting 3.0% to 5.0% for merit increases (3.0% in the U.S.), and 0.5% for promotions and market adjustments, with any changes in base salary effective as of April 1, 2024.

The base salaries for each of our NEOs for 2024 and 2023 are summarized below.