UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 1921, 2025

BEYOND MEAT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38879

26-4087597

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

888 N. Douglas Street, Suite 100

El Segundo, California 90245

(Address of principal executive offices, including zip code)

(866) 756-4112

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

BYND

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~The~~Trademark ~~Board~~Infringement of Directors of Beyond Meat, Inc. (the “Company”) previously approved, subject to stockholder approval and the occurrence of the final settlement of the Company’s offer to exchange its outstanding $1.15 billion in aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “Exchange Offer”), an amendment and restatement of the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “Restated Plan”). On November 19, 2025, the Company’s stockholders approved the Restated Plan at the Company’s special meeting of stockholders held on November 19, 2025 (the “Special Meeting”), as further described below, and on October 30, 2025, the final settlement of the Exchange Offer occurred. As more fully described in the Company’s “Proxy Statement for Special Meeting of Stockholders” filed on October 17, 2025 (the “Proxy Statement”), the Restated Plan increases the number of shares of the Company’s common stock (“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.Litigation

~~The~~On ~~foregoing~~April ~~description~~28, of2022, ~~the~~a ~~Restated~~trademark ~~Plan~~infringement iscomplaint ~~not~~for ~~complete~~injunctive and isother ~~subject~~relief towas filed against Beyond Meat, ~~and~~Inc. ~~qualified~~(the "Company") in ~~its~~the ~~entirety~~United ~~by,~~States District Court for the ~~complete~~Middle ~~text~~District of ~~the~~Florida, ~~Restated~~Orlando ~~Plan~~Division, ~~which~~captioned isSonate Corporation, d/b/a Vegadelphia Foods (“Sonate”) v. Dunkin’ Brands Group, Inc., Dunkin’ Brands, Inc. (collectively, “Dunkin’”) and Beyond Meat, Inc., et al., Case No. 6:22-cv-00812. A First Amended Complaint was filed ason ~~Exhibit~~May 1017, 2022 (the “FAC”).1 toThe ~~this~~FAC ~~Current~~alleged ~~Report~~that the Company and Dunkin’s use of the tagline “Great Taste Plant-Based,” infringed on ~~Form~~Sonate’s 8registered trademark WHERE GREAT TASTE IS PLANT-KBASED® (“Sonate’s trademark”). Additionally, Sonate alleged that the Company’s use of the tagline “Plant-Based Great Taste” in connection with its own sales of products also infringed on Sonate’s trademark. The FAC sought injunctive relief and ~~incorporated~~a ~~herein~~monetary award for corrective advertising, a reasonable royalty award, damages representing Sonate’s lost sales and the Company’s profits generated by ~~reference~~the alleged likelihood of confusion, interest, costs, expenses and attorneys’ fees.

~~Item~~On 5June 24, 2022, both the Company and Dunkin’ filed their answers to the FAC and a motion to change venue.03 On March 24, 2023, the court issued an order granting Dunkin’ and the Company’s motion to transfer venue and directed the clerk of the court to transfer the case to the District of Massachusetts, Boston Division for all further proceedings (Case No. ~~Amendments~~ 1:23-cv-10690-IT). The Company contended that Sonate will not be able to ~~Articles~~meet its burden of ~~Incorporation~~establishing ora ~~Bylaws;~~likelihood ~~Change~~of inconfusion. ~~Fiscal~~Additionally, ~~Year~~the Company asserted the fair use defense to Sonate’s allegations, namely that the Company’s use of “Plant-Based Great Taste” and “Great Taste Plant-Based” satisfy the requirements of the fair use doctrine (e.g., they are only used descriptively), precluding liability.

OnMediation ~~November~~was 19held on September 18, ~~2025~~2024, ~~following~~at ~~approval~~which bytime ~~the~~Dunkin’ ~~Company's~~settled ~~stockholders~~its atinvolvement in the ~~Special~~case. ~~Meeting~~On November 20, ~~the~~2024, ~~Company~~Dunkin’ ~~filed~~was adismissed ~~certificate~~from ofthe ~~amendment~~case (with prejudice, and the ~~“Charter~~case ~~Amendment”)~~continued as to the ~~Restated~~Company. ~~Certificate~~On ofor ~~Incorporation~~about ofMarch 11, 2025, the Company ~~with~~filed ~~the~~a ~~Secretary~~motion offor ~~State~~summary ofjudgment ~~the~~or ~~State~~adjudication ofand ~~Delaware~~motions to ~~increase~~strike ~~the~~some ~~number~~ of ~~authorized~~Sonate’s ~~shares~~expert ofreports ~~its~~and ~~Common~~testimony. ~~Stock~~On ~~from~~or ~~500~~about March 9,~~000~~ 2024,~~000~~ toSonate 3filed a motion for summary judgment or adjudication and on or about March 11,~~000,000,000~~ in2024 ~~order~~filed motions to ~~support,~~strike ~~among~~some ~~other~~of ~~things~~the Company’s expert reports and testimony. On October 29, 2025, the ~~additional~~Court ~~share~~denied ~~issuances~~Sonate’s ofmotion ~~Common~~for ~~Stock~~summary ~~issuable~~judgment ~~upon~~as ~~conversion~~to issues impacting liability and granted it with respect to a portion of damages relating to the sales made through Dunkin’ stores. The Company'’s ~~newly~~motion ~~issued~~for 7summary judgment as to liability for either tagline was denied.~~00%~~ ~~Convertible~~As ~~Senior~~to ~~Secured~~damages, ~~Second~~the ~~Lien~~Company’s ~~PIK~~motion ~~Toggle~~for ~~Notes~~summary ~~due~~judgment ~~2030~~was granted as to corrective advertising and reasonable royalty damages and denied in part ofas ~~the~~to ~~Exchange~~lost ~~Offer~~profits ~~(“New~~from ~~Notes”)~~lost value. The Company’s motion to strike was granted as to Sonate’s expert report and ~~under~~testimony ~~the~~as ~~Restated~~to ~~Plan~~corrective advertising damages, reasonable royalty damages and lost value. Jury trial commenced on November 10, 2025 and concluded on November 24, 2025. The ~~Charter~~Company’s ~~Amendment~~primary ~~became~~general ~~effective~~liability ~~upon~~insurer ~~filing~~has been providing the Company’s defense under its primary policy, subject to a reservation of rights.

~~The~~On ~~foregoing~~November ~~description~~24, of2025, the ~~Charter~~jury ~~Amendment~~returned isits ~~not~~verdict ~~complete~~finding ~~and~~that isthe ~~subject~~Company ~~to,~~was liable for trademark infringement and ~~qualified~~that the fair use defense did not apply. The jury awarded damages as follows: $23.5 million in ~~its~~actual ~~entirety~~damages ~~by,~~and ~~the~~$15.4 ~~complete~~million ~~text~~in disgorgement of the ~~Charter~~Company’s ~~Amendment,~~profits. ~~which~~The isCompany ~~filed~~does asnot ~~Exhibit~~agree ~~3.1~~with this result and intends to ~~this~~seek ~~Current~~further ~~Report~~judicial onreview ~~Form~~of ~~8-K,~~the decision and ~~incorporated~~appeal ~~herein~~the ~~by reference~~verdict.

~~Item~~Aliments ~~5.07. Submission~~BVeggie, ~~of Matters to a Vote of Security Holders~~Inc.

In November 2023, Aliments BVeggie, Inc. (“BVeggie”) filed and served legal proceedings against the Company before the Superior Court of Quebec’s District of Montreal. BVeggie alleges, among other things that: (i) in 2019, the Company and BVeggie entered into a co-manufacturing agreement, by which BVeggie would produce and deliver products for the benefit of the Company, in exchange for a tolling fee to be paid per pound of product produced and delivered to the Company; (ii) the Company made false and misleading statements regarding the volume of purchase orders it would provide BVeggie; (iii) BVeggie invested significant sums to adapt its facilities for the intended production; (iv) the Company fell short of its undertakings and promises; and (v) in March 2023, the Company illegally terminated the business relationship. BVeggie intends to claim damages in the total amount of 129,841,920 CAD, in compensation for its investments, lost profits and the repairs needed to be made to its facility post-termination of the business relationship and removal of the Company’s equipment. The Company intends to vigorously defend against these claims. On December 7, 2023, the Company filed a motion for declinatory exception to stay the proceedings pending before the Superior Court of Quebec, District of Montreal, and refer the dispute to arbitration in California. A ~~summary~~hearing on the motion for declinatory exception occurred on April 25, 2024. By judgment dated May 9, 2024, the Superior Court of Quebec granted the ~~proposals~~motion ~~voted~~for declinatory exception filed by the Company and declared that the courts sitting in Los Angeles County, in the State of California, are in a better position to decide the dispute. BVeggie appealed the court’s decision on atJune 7, 2024, and the ~~Special~~Company ~~Meeting~~filed a cross-appeal on June 18, 2024. The appeals were heard on October 30, 2025 and by judgment rendered on November 21, 2025, the Court of Appeal has decided to grant the Company’s ~~stockholders~~motion for declinatory exception and to defer the ~~final~~dispute ~~voting~~to ~~results~~arbitration in California. BVeggie has 60 days from the day of the judgment to file a motion for ~~each~~leave ~~proposal~~to ~~are~~appeal ~~set~~before ~~forth~~the ~~below~~Supreme Court of Canada.

~~Proposal~~In ~~1: The~~June ~~Company’s~~2024 ~~stockholders~~and ~~voted to approve,~~ in ~~accordance~~parallel ~~with~~to ~~Nasdaq Listing Rule 5635(d),~~ the ~~potential~~litigation ~~issuance~~mentioned ~~of shares of Common Stock~~above, ~~upon~~BVeggie ~~conversion~~filed orand ~~equitization~~served oflegal upproceedings toagainst ~~$215.0~~the ~~million~~Company inbefore ~~aggregate~~the ~~principal~~Superior ~~amount~~Court of ~~the~~Quebec’s ~~New~~District ~~Notes~~of ~~(including~~Montreal, ~~any~~asking ~~New~~that ~~Notes~~an ~~issued~~agreement asbetween ~~payment-in-kind~~the ~~interest),~~parties orby ~~payment~~which ofBVeggie ~~accrued~~was ~~interest~~to orpurchase ~~make-whole~~certain ~~payments~~machinery infrom the ~~form of Common Stock~~Company, ~~which issuances would,~~ in the ~~aggregate,~~amount ~~exceed 20%~~ of ~~the~~$5.1 ~~number~~million, ofbe ~~shares~~voided. ofThis ~~Common~~litigation ~~Stock~~is ~~issued~~also ~~and~~currently ~~outstanding~~suspended ~~immediately~~pending ~~prior to~~ the ~~time~~outcome of ~~commencement of~~ the ~~Exchange~~aforementioned ~~Offer~~appeals.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
189,939,111						7,090,832						630,235						76,487,475

Proposal 2: The Company’s stockholders voted 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.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
168,933,324						27,220,195						1,506,659						76,487,475

Proposal 3: The Company’s stockholders voted to approve the Charter Amendment to increase the number of authorized shares of 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.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
189,457,626						7,576,325						626,227						76,487,475

Proposal 4: The Company’s stockholders voted to approve a series of 30 alternate amendments to the Company’s Restated Certificate of Incorporation to effect (i) a reverse stock split of the 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 capital stock).

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
257,601,842						13,515,077						3,030,734						0

Because the Company’s stockholders approved the foregoing proposals, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
3.1						Certificate of Amendment to the Restated Certificate of Incorporation of Beyond Meat, Inc.
10.1						Beyond Meat, Inc. 2018 Equity Incentive Plan, as amended and restated effective September 28, 2025 (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 29, 2025).
104						Cover page interactive data file (embedded with the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEYOND MEAT, INC. By: /s/ ~~Lubi~~Teri ~~Kutua~~L. ~~Lubi~~Witteman ~~Kutua~~Teri L. Witteman Chief ~~Financial~~Legal Officer and ~~Treasurer~~Secretary

Date: November 2026, 2025

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