DEF 14A of Beyond Meat, Inc., Apr 10, 2026

DEF 14A of Beyond Meat, Inc.

Filed Apr 10, 2026 · FY20250001193125-26-150400

Open on EDGAR

  1. Identification and Evaluation of Director Nominees at our Annual Meeting

    Identification and Evaluation of Director Nominees at our Annual Meeting

  2. Identification and Evaluation of Director Nominees at our Annual Meeting

    | Our nominating and corporate governance committee annually reviews the needs of the board of directors in terms of independence, skills and characteristics in connection with evaluating recommendations for election or re-election. | | | | Candidates are identified with input from our board of directors, stockholders, management and outside consultants. | | | | Our nominating and corporate governance committee considers certain factors, including, but not limited to, the qualifications, independence, integrity, skills, financial and other expertise, breadth of experience, and knowledge about our business or industry and recommends nominees to the board of directors. | | | | Our board of directors evaluates the qualifications of the recommended candidates and selects nominees. | | | | Our stockholders vote on director nominees at our annual meeting of stockholders. |

  3. Identification and Evaluation of Director Nominees at our Annual Meeting

    Our nominating and corporate governance committee is responsible for developing and recommending to our board of directors for determination any specific minimum qualifications that must be met, any specific qualities or skills that are necessary for one or more of our board members to possess, and the desired qualifications, expertise and characteristics of our board members, with the goal of developing an experienced and highly qualified board with directors who have different backgrounds and skillsets, and who contribute to the total mix of viewpoints and experience represented on our board of directors. Among the criteria our nominating and corporate governance committee may also consider are differences in professional background, experience at policy-making levels in business, finance and other areas, education, skills and other individual qualities and attributes. In evaluating potential candidates for our board of directors, our nominating and corporate governance committee will consider these factors, as well as director tenure, in light of the specific needs of our board of directors at that time and any legal requirements. Our nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of recommending for nomination directors that will best serve the interests of the company and our stockholders. In making its recommendations to the board of directors, the nominating and corporate governance committee will also consider the number of other public company boards and other boards (or comparable governing bodies) of which a prospective director nominee is a member, as well as a prospective director nominee’s other professional responsibilities. Incumbent directors are expected to advise the chair of the board or chair of the nominating and corporate governance committee in advance of accepting an invitation to serve on the board of directors of any organization, whether public or private, and whether for-profit or not-for-profit. Unless the nominating and corporate governance committee and our board of directors determine otherwise, no director shall serve on more than four public company boards, including the company’s board, and the company’s chief executive officer shall not serve on more than two public company boards, including the company’s board. Additionally, no member of the company’s audit committee shall simultaneously serve on the audit committees of more than three public companies (including the company’s board), unless the member is a retired CPA, CFO, controller or has similar experience, in which case the limit shall be four audit committees, taking time and availability into consideration, including a review of the member’s attendance at all of the company’s board and committee meetings. Directors also are expected to limit the number of other boards, including non-profits, on which they serve in order to devote adequate time and effort to their board responsibilities. Service on other boards and/or committees should be consistent with the company’s conflict of interest policies. Our nominating and corporate governance committee evaluates director nominees recommended by stockholders in the same manner as it evaluates other director nominees.

  4. Selection of 2026 Director Nominees

    Selection of 2026 Director Nominees Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated Seth Goldman, Kathy Waller and Alexandre Zyngier for election to the board of directors as Class I directors. Mr. Goldman, Ms. Waller and Mr. Zyngier are incumbent directors. The experiences, qualifications and skills of each of the director nominees for election as a director at the Annual Meeting and for each of the continuing members of our board of directors that our board of directors considered in the nomination of such director or in concluding why the director should continue serving on our board, are included below under “Board Composition and Skills.” Our board of directors concluded that each director nominee should serve as a director based on the specific experience and attributes listed in their respective biographies below and their respective service on our board of directors, including the insight each director nominee brings to our board of directors’ functions and deliberations.

  5. Board Composition and Skills

    Board Composition and Skills Our board of directors believes that a range of experience, tenure, age and other factors contributes to effective governance over the affairs of the company for the benefit of its stockholders. There are no limits on the number of terms that may be served by a director, and there is no fixed retirement age for directors. The following charts summarize certain attributes of our board of directors, assuming all of the proposed Class I director nominees are elected at the Annual Meeting:

  6. Board Composition and Skills

    | | | | | 4.78 yrs Avg. Tenure | 61.11 yrs Avg. Age | 100% Independent |

  7. Board Composition and Skills

    | QUALIFICATIONS, SKILLS & EXPERIENCE* | CONTINUING DIRECTORS | | | | | | DIRECTOR NOMINEES | | | | | CHELSEA A. GRAYSON | COLLEEN JAY | C. JAMES KOCH | RAYMOND J. LANE | JOSHUA M. MURRAY | RAPHAEL THOMAS WALLANDER | SETH GOLDMAN | KATHY WALLER | ALEXANDRE ZYNGIER | | Public Company | | | | | | | | | | | International Business | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Capital Allocation / Corporate Finance | | | | | | | | | | | Financial Literacy / Expertise | | | | | | | | | | | Information Services and Technology | | | | | | | | | | | Legal / Regulatory / Public Policy | | | | | | | | | | | Marketing / Sales / Business Development | | | | | | | | | | | Risk Management | | | | | | | | | | | Strategic Planning | | | | | | | | | | | Human Resource / Executive Compensation / Talent Management | | | | | | | | | | | Senior Leadership | | | | | | | | | | | Cybersecurity / Data Privacy | | | | | | | | | | | Environmental, Social and Governance (“ESG”) and Climate Risks | | | | | | | | | | | Consumer Products Sales and Marketing | | | | | | | | | | | Foodservice | | | | | | | | | | | Innovation / Commercialization of Innovation | | | | | | | | | | | Manufacturing / Operations | | | | | | | | | | | Entrepreneurial | | | | | | | | | | | Mergers & Acquisitions / Turnaround | | | | | | | | | | | Shareholder Advocacy | | | | | | | | | | | = No Skill or Experience = Some Skill or Experience = Significant Skill or Experience | | | | | | | | | | | *The information presented in this table is based on voluntary self-identification by each director or director nominee. | | | | | | | | | |

  8. Board Composition and Skills

    | QUALIFICATIONS, SKILLS & EXPERIENCE | DESCRIPTION | | Public Company | Experience with public company reporting obligations, investor interaction and governance requirements | | International Business | Broad exposure to companies or organizations that have an international presence, including developing and managing business in international markets | | Corporate Governance | Experience in setting board agenda, familiarity with corporate charter documents and corporate compliance and ethics policies, knowledge and understanding of governance planning, implementation and review processes, experience in encouraging management accountability and protecting stockholder interests | | Capital Allocation / Corporate Finance | Experience in making capital allocation decisions, financing or capital markets transactions | | Financial Literacy / Expertise | Experience in accounting or financial reporting, including understanding of and overseeing financial reporting and controls | | Information Services and Technology | Knowledge of IT solutions for key corporate functions, experience in overseeing the implementation of such IT solutions to improve business performance, including social media and online platforms | | Legal / Regulatory / Public Policy | Familiarity with governmental regulations applicable to the company’s industry, experience in legal and regulatory compliance, lobbying, advocacy and government relations | | Marketing / Sales / Business Development | Experience enhancing sales in existing markets and developing new markets for growth, marketing communication, brand strategy development and advertising, knowledge and understanding of business development, strategic planning, implementation and review processes | | Risk Management | Experience in the management of critical business and legal risks; understanding of risk management functions, including risk profiles and appetite statements, scenario planning, crisis management, risk identification and classification; history of leadership roles in risk management; ability to assess risk strategically across corporate functions; ability to provide oversight and advice relating to risk management | | Strategic Planning | Experience in leading corporate strategy discussions at the board level; experience with developing and implementing strategies for growth and optimization, including mergers and acquisitions, joint ventures, and divestitures; experience with setting strategic agenda | | Human Resources / Executive Compensation / Talent Management | Broad experience in executive development, performance and compensation; experience with HR strategies and efforts to attract, motivate and retain candidates for key positions; experience in talent development, including developing equity, belonging and inclusion in workforce | | Senior Leadership | Experience as chief executive officer, president, chairman or in a similar leadership position at a large company or other large organization | | Cybersecurity / Data Privacy | Experience in overseeing and managing cybersecurity and data privacy risks; history of leadership roles in cyber risk management; degrees, certifications or other background in cybersecurity | | ESG and Climate Risks | Experience in overseeing and managing ESG practices and initiatives; skills and knowledge in climate-related strategic planning, risk mitigation and management; ability to provide oversight and advice relating to climate-related risks | | Consumer Products Sales and Marketing | Experience with the company’s industry (food and beverage or consumer products); perspective and knowledge of industry-related information, including insights on the industry’s challenges and opportunities, and experience to operate within and through economic cycles | | Foodservice | Experience in foodservice industry, including insights on the foodservice industry’s challenges and opportunities | | Innovation / Commercialization of Innovation | Experience in innovation and commercialization of innovation | | Manufacturing / Operations | Experience in manufacturing operations | | Entrepreneurial | Experience in founding or building an entrepreneurial and/or fast-growing company | | Mergers & Acquisitions / Turnaround | Experience in mergers and acquisitions and/or distressed businesses | | Shareholder Advocacy | Experience in shareholder engagement; ability to identify and understand shareholder expectations and facilitate changes based on shareholder communications |

  9. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors The following table sets forth the names, ages as of March 24, 2026, and certain other information for each of the director nominees for election as a director at the Annual Meeting and for each of the continuing members of our board of directors following the Annual Meeting. Full biographical information follows the table.

  10. Information Regarding Director Nominees and Continuing Directors

    | NAME(1) | CLASS | AGE | POSITION | DIRECTOR SINCE | CURRENT TERM EXPIRES | EXPIRATION OF TERM FOR WHICH NOMINATED | INDEPENDENT | AUDIT COMMITTEE(2) | HUMAN CAPITAL MGMT AND COMP COMMITTEE(3) | NOMINATING AND CORPORATE GOV COMMITTEE(4) | RISK COMMITTEE(5) | | Director Nominees: | | | | | | | | | | | | | Seth Goldman(C) | I | 60 | Director | 2013 | 2026 | 2029 | X | | | | | | Kathy N. Waller(L) | I | 67 | Director | 2018 | 2026 | 2029 | X | | | | | | Alexandre Zyngier(6) | I | 56 | Director | 2025 | 2026 | 2029 | X | | | | | | Continuing Directors: | | | | | | | | | | | | | Chelsea A. Grayson | II | 54 | Director | 2024 | 2027 | — | X | | | | | | Colleen Jay | III | 63 | Director | 2022 | 2028 | — | X | | | | | | C. James Koch(7) | II | 76 | Director | 2023 | 2027 | — | X | | | | | | Raymond J. Lane | III | 79 | Director | 2015 | 2028 | — | X | | | | | | Joshua M. Murray(8) | II | 42 | Director | 2024 | 2027 | — | X | | | | | | Raphael Thomas Wallander(6) | III | 53 | Director | 2025 | 2028 | — | X | | | | |

  11. Information Regarding Director Nominees and Continuing Directors

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

  12. Information Regarding Director Nominees and Continuing Directors

    | (1) In connection with the Exchange Offer, effective as of October 15, 2025, Mr. Brown and Ms. Bakhshi, who served as Class III and Class II directors, respectively, resigned from the board of directors. Mr. Brown and Ms. Bakhshi had served on our board of directors since 2019 and 2024, respectively. See “Board Transition Matters” above. |

  13. Information Regarding Director Nominees and Continuing Directors

    | (2) Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Waller will remain as the Chair, and Mr. Murray and Mr. Zyngier will remain as members, of the audit committee. |

  14. Information Regarding Director Nominees and Continuing Directors

    | (3) Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Jay will remain as the Chair, and Mr. Lane, Mr. Wallander and Ms. Waller will remain as members, of the human capital management and compensation committee. |

  15. Information Regarding Director Nominees and Continuing Directors

    | (4) Following the Annual Meeting, and if the director nominees are elected, we anticipate that Mr. Murray will remain as the Chair, and Mr. Goldman and Ms. Grayson will remain as members, of the nominating and corporate governance committee. |

  16. Information Regarding Director Nominees and Continuing Directors

    | (5) Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Grayson will remain as the Chair, and Ms. Jay and Mr. Koch will remain as members, of the risk committee. |

  17. Information Regarding Director Nominees and Continuing Directors

    | (6) In connection with the Exchange Offer, effective as of October 15, 2025, our board of directors appointed Mr. Zyngier and Mr. Wallander to serve as a Class I director until the Annual Meeting and as a Class III director until our 2028 annual meeting of stockholders, respectively. In addition, in connection with their appointment to the board of directors, effective as of October 15, 2025, Mr. Zyngier was appointed to the audit committee and Mr. Wallander was appointed to the human capital management and compensation committee. See “Board Transition Matters” above. |

  18. Information Regarding Director Nominees and Continuing Directors

    | (7) Mr. Koch served as a Class I director from May 24, 2023 until October 15, 2025. In connection with the Exchange Offer, effective as of October 15, 2025, Mr. Koch resigned from the board of directors and was simultaneously appointed to the Class II seat vacated by Ms. Bakhshi to serve until our 2027 Annual Meeting, and continued to serve on the risk committee. See “Board Transition Matters” above. |

  19. Information Regarding Director Nominees and Continuing Directors

    | (8) In connection with the Exchange Offer and as a result of Ms. Bakhshi’s resignation from the board of directors, effective as of October 15, 2025, Mr. Murray was appointed to the nominating and corporate governance committee and appointed as the chair thereof. See “Board Transition Matters” above. |

  20. Nominees for Director

    Nominees for Director

  21. CGI Inc. (NYSE: GIB)

    CGI Inc. (NYSE: GIB) Kathy N. Waller has served as a member of our board of directors since November 2018. Ms. Waller retired from The Coca-Cola Company (NYSE: KO) in March 2019 after more than 30 years of service, most recently as Executive Vice President, Chief Financial Officer and President, Enabling Services prior to her retirement. Ms. Waller joined The Coca-Cola Company in 1987 as a senior accountant in the Accounting Research Department and served in a number of accounting and finance roles of increasing responsibility. From July 2004 to August 2009, Ms. Waller served as Chief of Internal Audit. In December 2005, she was elected Vice President of The Coca-Cola Company, and in August 2009, she was elected Controller. In August 2013, she became Vice President, Finance and Controller, assuming additional responsibilities for corporate treasury, corporate tax and finance capabilities, and served in that position until April 2014, when she was appointed Chief Financial Officer and elected Executive Vice President. Ms. Waller assumed expanded responsibility for The Coca-Cola Company’s strategic governance areas when she was also appointed to serve as President, Enabling Services, on May 1, 2017. Ms. Waller has been a member of the board of directors of Delta Air Lines, Inc. (NYSE: DAL) since July 2015, and currently serves as Chair of its Audit Committee and as a member of its Corporate Governance Committee and Personnel & Compensation Committee. Ms. Waller has been a member of the board of directors of CGI Inc. (NYSE: GIB), a leading IT and business consulting services firm, since December 2018 and currently serves as Chair of its Audit and Risk Management Committee. Ms. Waller has also been an executive mentor with the ExCo Group, a global firm of executive mentors, since 2021. Previously she served on the board of directors of Cadence Bank (NYSE: CADE), Coca-Cola FEMSA, S.A.B. de C.V and Monster Beverage Corporation. In addition, she is currently a member of the Board of Trustees of the University of Rochester, Spelman College, the Woodruff Arts Center, where she also serves as Chair of the Board and Treasurer and Finance Committee Chair, and the Atlanta History Center, and is a Director at Large for the Girl Scouts of Greater Atlanta. In February 2022, Ms. Waller was appointed Executive Director of the Atlanta Committee for Progress, a public/private partnership between the city’s top business, civic and academic leaders, and the Mayor of Atlanta. Ms. Waller received a BA degree in History from the University of Rochester and an MBA degree in Accounting and Finance from the Simon Business School at the University of Rochester. We believe that Ms. Waller is qualified to serve on our board of directors due to her more than 30 years of experience in accounting and finance at a major public company and her experience on other public company boards of directors.

  22. CGI Inc. (NYSE: GIB)

    | ALEXANDRE ZYNGIER | | | Member of the Audit Committee | | | Other Current Public Company Boards: | Urgent.ly, Inc. (NASDAQ: ULY) | | | Nu Ride Inc. (OTC: NRDE) | | | Atari SA (OTC: PONGF) |

  23. CGI Inc. (NYSE: GIB)

    Alexandre Zyngier has served as a member of our board of directors since October 15, 2025. Mr. Zyngier has also 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 Urgent.ly Inc., a leading roadside and mobility assistance company, since January 2025, Unifin Financiera SAB de CV, a Mexican finance company, since August 2024, 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 Lazydays Inc. (NASDAQ: GORV), a company that operates RV dealerships, from July 2025 to December 2025, Slam Corp. (OTC: SLAM), a public special purpose acquisition company, from February 2023 to February 2026, 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, and certain other public and private companies. Mr. Zyngier holds an MBA in Finance and Accounting from the University of Chicago and his BSc in Chemical Engineering from the University of Campinas (Unicamp). We believe that Mr. Zyngier is qualified to serve on our board of directors due to his extensive corporate governance and public company experience, including past and present service on multiple public company boards, and his financial literacy.

  24. Continuing Directors

    Continuing Directors

  25. The Cooper Companies, Inc. (NASDAQ: COO)

    The Cooper Companies, Inc. (NASDAQ: COO) Colleen Jay has served as a member of our board of directors since May 2022. Ms. Jay retired from The Procter & Gamble Company (NYSE: PG) in October 2017 after 32 years of service, most recently as Global Division President from 2015. Ms. Jay joined The Procter & Gamble Company in 1985 where she managed top brand portfolios and large multi-billion-dollar businesses across multiple categories and geographies, including successfully leading a complex transition and divestiture of several businesses and leading operational units in the United States, Canada, China, and multiple global businesses from Switzerland during the course of her extensive career. From 2010 to 2012, Ms. Jay served as President, Global Female Beauty. From 2012 to 2015, Ms. Jay served as President, Global Retail Hair Care and Color. Ms. Jay has been a member of the board of directors of Treasury Wine Estates Limited (ASX: TWE) since April 2018, and currently serves on its Human Resources Committee and Wine Operations and Sustainability Committee and was previously on its Audit and Risk Committee. Ms. Jay has been a member of the board of directors of The Cooper Companies, Inc. (NASDAQ: COO) since April 2016 and currently serves as its Chair of the Board, as Chair of its Organization and Compensation Committee and was formerly a member of its Corporate Governance and Nominating Committee. Ms. Jay has also worked closely with Catalyst, Inc., a non-profit organization dedicated to improving workplace inclusion for women. She received a BBA degree in Business from Wilfrid Laurier University. We believe that Ms. Jay is qualified to serve on our board of directors due to her extensive experience working in the consumer products industry at a leading public company and her experience on other public company boards of directors.

  26. Other Current Public Company Boards: Hewlett Packard Enterprise Company (NYSE: HPE)

    Other Current Public Company Boards: Hewlett Packard Enterprise Company (NYSE: HPE) Raymond J. Lane has served as a member of our board of directors since February 2015. Mr. Lane has been a Managing Partner at GreatPoint Ventures, a venture capital firm, since March 2015. Mr. Lane served as Partner Emeritus and Advisor of Kleiner, Perkins, Caufield & Byers LLC (Kleiner Perkins), a venture capital firm, from April 2013 to December 2019, after having previously served as one of its Managing Partners from September 2000 to November 2014. Mr. Lane has been a member of the board of directors of Hewlett Packard Enterprise Company (NYSE: HPE) since 2015 and currently serves on its Technology Committee and Finance and Investment Committee. In addition, Mr. Lane previously served as executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of Hewlett-Packard Company from November 2010 to September 2011. Prior to joining Kleiner Perkins, Mr. Lane was President and Chief Operating Officer and a director of Oracle Corporation (NYSE: ORCL), a software company. Mr. Lane has served on the Board of Trustees of Carnegie Mellon University, including as Chairman of the Board from July 2009 to July 2015, as an Emeritus Trustee since July 2022, and currently serves on the Executive Committee. He also serves on the board of directors of Special Olympics International. Mr. Lane received a BS degree in Mathematics and an honorary PhD in Science from West Virginia University. We believe that Mr. Lane is qualified to serve on our board of directors due to his experience in working with entrepreneurial companies and his experience on other public company boards of directors.

  27. Other Current Public Company Boards: Corcept Therapeutics Incorporated (NASDAQ: CORT)

    Other Current Public Company Boards: Corcept Therapeutics Incorporated (NASDAQ: CORT) Joshua M. Murray has served as a member of our board of directors since May 2024. Mr. Murray is currently Chief Financial Officer and Head of Strategy at Orca Biosystems, Inc., a privately held biotechnology company developing allogeneic cell therapies in blood, immune and genetic diseases, and has served in this position since April 2021. Prior to joining Orca Biosystems, Inc., Mr. Murray held various positions at Goldman Sachs & Co. from July 2006 to April 2021, most recently as a Managing Director and Head of West Coast Healthcare Capital Markets, where he advised a wide array of biotechnology and life sciences companies. Mr. Murray has served as a member of the board of directors of Corcept Therapeutics Incorporated (NASDAQ: CORT), a commercial-stage company engaged in the discovery and development of medications to treat severe endocrinologic, oncologic, metabolic and neurologic disorders by modulating the effects of the hormone cortisol, since June 2021, and currently serves on its Audit Committee. Mr. Murray has served as a member of the board of directors of Par Health, Inc., a privately held pharmaceutical company, since October 2025, and currently serves as Chair of the Audit Committee, as a member of the Nominating and Corporate Governance Committee and as a member of the Quality and Compliance Committee. Mr. Murray received an AB degree, with University Honors, in History and Economics from Harvard College. We believe that Mr. Murray is qualified to serve on our board of directors due to his experience in corporate finance and his experience on another public company board of directors.

  28. Director 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 our Amended and Restated 2018 Equity Incentive Plan, as approved by our stockholders on November 19, 2025 (the “Restated Plan”), the amounts of which are intended to be commensurate with their role and involvement. Our Restated Plan provides that all non-employee directors are eligible to receive all types of awards under our Restated Plan except for incentive stock options (“ISOs”). 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. During 2025, Mr. Brown, our President and Chief Executive Officer, who served as a member of our board of directors until October 15, 2025, did not receive compensation for his board service under our outside director compensation policy during the time that he served on our board of directors. 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 May 2025, our human capital management and compensation committee considered the results of an analysis completed by the company’s independent compensation consultant, Willis Towers Watson (“WTW”), that included a review of the Company’s non-employee director compensation program and recommendations with respect to the annual grants (as described below) for the 2025 fiscal year and compensation arrangements for members of the transaction committee. As a result of that analysis, in May 2025, upon recommendation of our human capital management and compensation committee, and in light of the uncertainty regarding future dilution as a result of the contemplated Exchange Offer, our board of directors approved the suspension of the annual grants for the 2025 fiscal year, and approved the transaction committee service retainers set forth in the table below. In September 2025, upon recommendation of our human capital management and compensation committee, our board of directors approved the suspension of all equity compensation for our non-employee directors until otherwise determined by our board of directors. In 2025 and 2026, our human capital management and compensation committee considered the results of an analysis completed by WTW that included non-employee director compensation trends and data from companies comprising our 2026 executive officer compensation peer group (see “Compensation Discussion and Analysis—Peer Group Comparisons for Benchmarking NEO Compensation—2026 Peer Group”). As a result of that analysis, in early 2026, upon recommendation of our human capital management and compensation committee, our board of directors approved, among other things, (i) increases in annual cash retainers effective January 1, 2026, (ii) strategy committee service retainers retroactive to November 17, 2025 when the committee was formed, (iii) an increase in the annual restricted stock unit (“RSU”) value from $105,000 to $120,000, with annual equity grants expected to resume in 2026, (iv) elimination of the initial grant of RSU awards to new outside directors, and (v) the addition of a deferral election for annual RSU awards to non-employee directors. The prior annual cash retainers for the board of directors (including the chair of the board and the lead independent director), audit committee, human capital management and compensation committee, and nominating and corporate governance committee had remained unchanged since the closing of our initial public offering in May 2019.

  29. Non-Employee Director Compensation Table

    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, 2025. As a named executive officer, the compensation received by Mr. Brown, who served as a member of our board of directors until October 15, 2025, is shown below in “Executive Compensation: Summary Compensation Table.”

  30. Non-Employee Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Nandita Bakhshi | 44,108 | — | — | 44,108 | | Seth Goldman | 70,500 | — | — | 70,500 | | Chelsea A. Grayson | 88,512 | — | — | 88,512 | | Colleen Jay | 53,000 | — | — | 53,000 | | C. James Koch | 43,000 | — | — | 43,000 | | Raymond J. Lane | 75,987 | — | — | 75,987 | | Joshua M. Murray | 80,129 | — | — | 80,129 | | Raphael Thomas Wallander | 9,237 | — | — | 9,237 | | Kathy N. Waller | 100,303 | — | — | 100,303 | | Alexandre Zyngier | 10,934 | — | — | 10,934 |

  31. Non-Employee Director Compensation Table

    | (1) Includes all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees. Amounts shown for Messrs. Wallander and Zyngier were prorated from October 15, 2025, when they were appointed to the board of directors. Amounts shown for Ms. Bakshi were prorated through October 15, 2025, when she resigned from the board of directors. See “Board Transition Matters” above. |

  32. Non-Employee Director Compensation Table

    | (2) In 2025, upon recommendation of our human capital management and compensation committee, our board of directors approved the suspension of equity compensation for our non-employee directors until otherwise determined by our board of directors. As a result, there were no equity awards granted to any of our non-employee directors in 2025. All outstanding RSUs held by the non-employee directors then serving on our board of directors vested on October 15, 2025, the early settlement date of the Exchange Offer. As of December 31, 2025, none of our non-employee directors held outstanding unvested RSU awards. As of December 31, 2025, the following non-employee directors held outstanding unexercised stock option awards: Mr. Goldman (70,940) and Ms. Waller (16,734). No other non-employee directors held outstanding stock option awards as of December 31, 2025. |

  33. Director Nominees

    Director Nominees Our nominating and corporate governance committee has recommended, and our board of directors has approved, Seth Goldman, Kathy Waller and Alexandre Zyngier as nominees for election as Class I directors at the Annual Meeting. If elected, Mr. Goldman, Ms. Waller and Mr. Zyngier will serve as Class I directors until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Mr. Goldman, Ms. Waller and Mr. Zyngier are currently serving as directors of our company and have agreed to continue to serve if elected. For information concerning the nominees, please see “Board of Directors and Corporate Governance—Nominees for Director.” If you are a stockholder of record and you sign your proxy card or vote by telephone, mobile device or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Goldman, Ms. Waller and Mr. Zyngier. We expect that each of Mr. Goldman, Ms. Waller and Mr. Zyngier will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.

  34. Alignment Between 2025 Performance and Executive Compensation

    Alignment Between 2025 Performance and Executive Compensation Limited Payouts Under Our Short-Term Incentive (“STI”) Plan For 2025, based on the recommendation of WTW, our human capital management and compensation committee determined that it was advisable to modify our STI plan design in light of the business challenges and overall operating uncertainty, in order to ensure the overall motivation, engagement and retention of plan participants. For 2025, in lieu of an annual plan, our human capital management and compensation committee approved an STI plan with five performance periods (quarterly and the full year), with 15% of total funding allocated to each quarterly performance period and 40% of total funding allocated to the annual performance period. The objectives in modifying the plan included: (1) allowing for the establishment of credible performance goals in the uncertain and variable environment; (2) engaging participants in the achievement of pressing business priorities and their accountability for those priorities (and ultimately to the company’s stakeholders); (3) supporting frequent communication about company priorities throughout 2025; and (4) enhancing employee retention. Upon the completion of 2025, our human capital management and compensation committee reviewed the company’s performance against the predetermined quarterly and annual performance goals and determined the following level of achievement and funding under our executive incentive bonus plan (the “Bonus Plan”) for 2025 performance, resulting in limited annual cash incentive payments under the Bonus Plan to our NEOs in 2025, as discussed below under “STI Cash Payments”:

  35. Alignment Between 2025 Performance and Executive Compensation

    | (3) The payout (weighted percentage of achievement) for each performance goal is calculated using linear interpolation to determine the funding percentage when achievement falls between performance thresholds, which percentage is then multiplied by the metric weighting and the period weighting for the applicable performance goal, with the resulting funding percentage for all performance periods added together to determine the total funding percentage. |

  36. Alignment Between 2025 Performance and Executive Compensation

    Management Incentive Awards On September 29, 2025, 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 or equitization of the 2030 Notes (including any 2030 Notes issued as paid-in-kind interest) into shares of our common stock, or payment of accrued interest or make-whole payments on the 2030 Notes in the form of our common stock. Accordingly, our board of directors granted RSUs and performance stock units (“PSUs”) under the Restated Plan (“MIP Awards”) to certain key employees, including our NEOs. Each MIP Award recipient was granted awards with respect to a number of shares of our common stock equal to a specified percentage of the Fully-Diluted Shares Outstanding (as defined in the Restated Plan) on October 31, 2025, the date following the final settlement date of the Exchange Offer, as described below under “Equity Plan—2025 Equity Awards.” Key Employee Performance Awards In 2025, to incentivize certain key employees, including our NEOs, to continue employment with the company and make substantial contributions for the benefit of the entire corporate enterprise during the period in which the company was exploring and pursuing a value maximizing strategic transaction, our human capital management and compensation committee approved one-time, performance-based cash awards for certain key employees, including our NEOs, pursuant to our Bonus Plan, subject to continued employment, repayment and certain other obligations, as described below under “Compensation Discussion and Analysis—2025 NEO Compensation Details—Executive Incentive Bonus Plan—Key Employee Performance Awards.”

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

    | • | Adjustments to peer group for compensation benchmarking. 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. For 2025, based upon input from management and the recommendation of WTW, our human capital management and compensation committee revised the peer group to include food and beverage and personal care product companies within a relevant size range based on revenues, market capitalization and headcount, and removed companies that have been acquired or taken private, changed business models or characteristics, or have extraordinarily low market capitalization. For 2026, based upon input from management and the recommendation of WTW, our human capital management and compensation committee further revised the peer group and removed nine companies outside the size range used to determine peers and added eight new companies that meet the screening criteria. |

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

    | • | Introduction of performance-based long-term incentives. During our stockholder outreach program in 2023, certain stockholders expressed a preference for a stronger performance component in our long-term incentive (“LTI”) plan design. As a result, in 2024, we introduced PSUs for 50% of our CEO’s and CFO’s 2024 LTI awards (in lieu of stock options), with vesting based on the Company’s total shareholder return (“TSR”) relative to a TSR comparator group (“Relative TSR Performance”) for each performance period. The introduction of PSUs was intended to further align executives’ long-term pay with share price movement. In 2025, our executive compensation program was refocused in light of the financial and operational challenges facing the company, as well as the Exchange Offer. On September 29, 2025, in connection with the Exchange Offer, we granted the MIP Awards to certain NEOs 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 or equitization of the 2030 Notes (including any 2030 Notes issued as paid-in-kind interest) into shares of our common stock, or payment of accrued interest or make-whole payments on the 2030 Notes in the form of our common stock. A portion of the MIP Awards (10% of the total MIP Awards granted to each NEO) were granted in the form of time-vested RSUs, all of which vested in full on December 31, 2025 (the “Immediate Vesting RSUs”). Mr. Lufkin’s MIP Awards were granted to him on December 11, 2025. A portion of the MIP Awards (45% of the total MIP Awards (at maximum) for Messrs. Brown and Lufkin and Dr. Ajami and 67.5% of the total MIP Awards (at maximum) for Mr. Kutua and Ms. Witteman) were granted in the form of time-vested RSUs (the “Extended Vesting RSUs,” and |

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

    together with the “Immediate Vesting RSUs,” the “MIP RSU Awards”), with 50% of the Extended Vesting RSUs vesting on December 31, 2026, and the remainder vesting in four equal quarterly installments thereafter with the last vesting date being December 31, 2027, subject to continued service through the applicable vesting date. A substantial portion of the MIP Awards (45% of the total MIP Awards (at maximum) for Messrs. Brown and Lufkin and Dr. Ajami and 22.5% of the total MIP Awards (at maximum) for Mr. Kutua and Ms. Witteman) were granted in the form of PSUs (the “MIP PSUs”). The MIP PSUs will be earned based on the achievement of annual performance goals measured over two annual performance periods (2026 and 2027), with performance goals to be set based on metrics to be established at the beginning of each year by our board of directors upon recommendation from our human capital management and compensation committee. In light of the substantial transactions undertaken by the company during 2025, the timing of the Exchange Offer and the special meeting of stockholders held on November 19, 2025, we did not engage in a formal stockholder outreach program in 2025; however, we intend to resume this program in 2026. Our outreach efforts are conducted by a cross-functional team which may include employees and members of management from finance, investor relations, legal, ESG and corporate governance, as well as board representation, including the chair of our human capital management and compensation committee. Additionally, our chief executive officer and chief financial officer are engaged in meaningful dialogue with our stockholders through our quarterly earnings calls and investor-related outreach events. 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, 2025, 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. As presented under “Security Ownership of Certain Beneficial Owners and Management” beginning on page 131, the number of shares beneficially owned as of the Record Date by our President and Chief Executive Officer, Mr. Brown, was 5,239,834, which represents approximately 1.1% of the shares of common stock outstanding, and approximately 7.8-times Mr. Brown’s annual base salary, in each case, as of the Record Date.

  40. Our Compensation Philosophy

    | • | Align the interests of NEOs and stockholders with the goal of creating long-term stockholder value; |

  41. Our Compensation Philosophy

    | • | Provide competitive compensation that attracts, motivates and retains top-performing NEOs; and |

  42. 2025 NEO Compensation Details

    2025 NEO Compensation Details Our three core elements of NEO direct compensation are base salary, an annual cash STI opportunity and long-term incentive equity awards. In 2025, to incentivize certain key employees, including our NEOs, to continue employment with the company and make substantial contributions for the benefit of the entire corporate enterprise during the period in which the company was exploring and pursuing a value maximizing strategic transaction, our human capital management and compensation committee approved one-time, performance-based cash awards for certain key employees, including our NEOs, pursuant to our Bonus Plan. In addition, in 2025, 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 or equitization of the 2030 Notes, our board of directors granted MIP Awards to certain key employees, including our NEOs. Each MIP Award recipient was granted awards with respect to a number of shares of our common stock equal to a specified percentage of the Fully-Diluted Shares Outstanding on October 31, 2025, the date following the final settlement date of the Exchange Offer, as described below under “Equity Plan—2025 Equity Awards.” The graphics below reflect the approximate general distribution of these elements of NEO Target TDC awarded during 2025, with the MIP RSUs included based on grant date fair value under FASB ASC Topic 718. As of December 31, 2025, none of the MIP PSUs were deemed granted for purposes of FASB ASC Topic 718 pending establishment of the applicable performance metrics. As a result, the graphics below exclude the MIP PSUs.

  43. 2025 NEO Compensation Details

    The above calculations include: (i) full annual base salary at highest level for each NEO including Mr. Brown ($675,000), Mr. Kutua ($450,000), Dr. Ajami ($452,000), Ms. Witteman ($427,000) and Mr. Lufkin ($400,000); (ii) full cash STI bonus at target for each NEO, including Mr. Brown ($675,000), Mr. Kutua ($270,000), Dr. Ajami ($271,200), Ms. Witteman ($256,200) and Mr. Lufkin ($240,000); (iii) one-time, performance-based cash awards for each NEO, including Mr. Brown ($2,250,000), Mr. Kutua ($600,000), Dr. Ajami ($330,000), Ms. Witteman ($600,000) and Mr. Lufkin ($140,000); and (iv) Immediate Vesting RSUs and Extended Vesting RSUs included in the MIP Awards and associated Anti-Dilution Awards granted in 2025 for each NEO at grant date fair value, including Mr. Brown ($26,701,431), Mr. Kutua ($6,642,525), Dr. Ajami ($3,337,681), Ms. Witteman ($4,549,675) and Mr. Lufkin ($582,239). As of December 31, 2025, none of the MIP PSUs were deemed granted for purposes of FASB ASC Topic 718 pending establishment of the applicable performance metrics. As a result, the above calculations exclude the MIP PSUs.

  44. Executive Incentive Bonus Plan

    Executive Incentive Bonus Plan STI Cash Incentives The annual STI awards to our NEOs are granted under our Bonus Plan. Our Bonus Plan allows our human capital management and compensation committee to approve cash awards to selected officers and employees, including our NEOs, based upon performance goals established by our human capital management and compensation committee and tied to the performance criteria enumerated in the Bonus Plan. Bonus payments under the Bonus Plan are earned by our NEOs if we achieve specified performance goals. We consider these cash payments to be performance-based compensation since payouts are directly tied to achievement of performance goals. Performance goals under the Bonus Plan can be tied to financial, operational, strategic or other key objectives, and may be measured over performance periods of any length, in each case as determined by our human capital management and compensation committee. While our human capital management and compensation committee awards annual cash STI opportunities to our NEOs under the Bonus Plan, other types of performance-based cash awards could be granted under the Bonus Plan in accordance with its terms. Performance goals that include our financial results may be determined in accordance with GAAP or such financial results may consist of non-GAAP financial measures, and any goals or actual results may be adjusted by our human capital management and compensation committee for any reason, including without limitation, one-time items or unbudgeted or unexpected items, when determining whether the performance goals have been met. Our human capital management and compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate an award otherwise payable to a participant with respect to any performance period. Awards are typically subject to continued employment through the date the bonus is paid unless otherwise determined by our human capital management and compensation committee. Our board of directors or our human capital management and compensation committee has the authority to amend, alter, suspend or terminate the Bonus Plan, provided such action does not impair the existing rights of any participant with respect to any earned bonus. For 2025, based on the recommendation of WTW, our human capital management and compensation committee determined that it was advisable to modify our STI plan design in light of the business challenges and overall operating uncertainty, in order to ensure the overall motivation, engagement and retention of plan participants. For 2025, in lieu of an annual plan, our human capital management and compensation committee approved an STI plan with five performance periods (quarterly and the full year), with 15% of total funding allocated to each quarterly performance period and 40% of total funding allocated to the annual performance period, with metrics and goals finalized and approved prior to the start of each quarterly performance period (and which differed for each quarterly performance period), and based on the company’s annual operating plan for the annual performance period. The objectives in modifying the plan included: (1) allowing for the establishment of credible performance goals in the uncertain and variable environment; (2) engaging participants in the achievement of pressing business priorities and their accountability for those priorities (and ultimately to the company’s stakeholders); (3) supporting frequent communication about company priorities throughout 2025; and (4) enhancing employee retention. The human capital management and compensation committee intends to continue with a similar STI plan design for 2026. For 2025, our human capital management and compensation committee approved quarterly and annual performance goals under the Bonus Plan, including threshold performance goals for each performance metric which must be achieved before there is any funding for the performance metric under the Bonus Plan. Threshold achievement produces funding of 50% of target with respect to each such goal. For 2025, the quarterly and annual threshold funding goals are set forth in the table below under “2025 Corporate Performance Goals and Achievement.” In addition to threshold funding goals, except with respect to the first quarterly 2025 performance period, our human capital management and compensation committee approved threshold (50%), target (100% funding), stretch target (150% funding) and maximum (200% funding) funding goals with respect to each performance goal that determine how much of the target may be paid to each NEO at each level of achievement of our performance goals. In June 2025, our human capital management and compensation committee approved final performance goals for the annual, first quarter and second quarter 2025 performance periods, and preliminary performance goals for the third and fourth quarter 2025 performance periods. The 2025 STI plan design provided that at least two weeks prior to the end of each quarter the Company may update such performance goals for the ensuing quarter based on the latest forecast and present such updated performance goals to our human capital management and compensation committee for approval; provided that if no such updates are provided for approval, then such preliminary performance goals shall be deemed approved. On September 12, 2025, the Company provided updated performance goals for the fourth quarter 2025 performance period which were approved by our human capital management and compensation committee and are set forth in the table below under “2025 Corporate Performance Goals and Achievement.” STI Cash Targets Our human capital management and compensation committee set annual cash STI targets for each of our NEOs under the Bonus Plan. The annual cash STI targets represent the cash STI compensation that an NEO could earn if we achieve our quarterly and annual performance goals for the year. Targets are expressed as a percentage of the NEO’s base salary. In reviewing annual cash STI targets, our human capital management and compensation committee takes into consideration each NEO’s role and responsibilities, pay at comparable companies and the resulting total target compensation. The table below details the annual cash STI targets for our NEOs in 2025. No changes in the STI targets were made in 2025.

  45. Executive Incentive Bonus Plan

    | NEO | 2025 CASH STI TARGET (% OF BASE SALARY) | | Ethan Brown | 100% | | Lubi Kutua | 60% | | Dariush Ajami, PhD | 60% | | Teri L. Witteman | 60% | | Drew Lufkin | 60% |

  46. Executive Incentive Bonus Plan

    STI Performance Goals Our human capital management and compensation committee follows a robust target setting process for annual awards under the Bonus Plan, which considers, among other things, the company’s annual operating plan and external indicators, such as the economic environment and analyst perspectives. In 2025, we established performance goals for our NEOs based on corporate performance metrics, rather than a mix of corporate and individual metrics, to foster teamwork among our NEOs and reflect the importance of company-wide performance to stockholder value. Our 2025 corporate goals were designed to align with the company’s 2025 continued 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. Our human capital management and compensation committee believed these performance goals in the construct of the 2025 STI plan design encouraged our NEOs to focus on execution of company strategy and priorities and their accountability to those priorities on a quarterly and annual basis. Our 2025 corporate goals and the rationale for each of these goals is summarized in the table below.

  47. Executive Incentive Bonus Plan

    | PERFORMANCE GOAL | RATIONALE | | Net revenues | Incentivizes revenue growth and rewards efforts to grow and expand our business | | Gross margin | Incentivizes gross margin expansion to achieve and/or sustain our profitability and financial performance objectives | | Operating expenses | Incentivizes cost management and expense reduction |

  48. Executive Incentive Bonus Plan

    2025 Corporate Performance Goals and Achievement Our 2025 quarterly and annual corporate performance goals, as established by our human capital management and compensation committee, and the level of achievement for each goal based on our final audited consolidated financial results, are set forth in the table below.

  49. Executive Incentive Bonus Plan

    | PERFORMANCE METRIC | METRIC WEIGHTING | PERIOD | PERIOD WEIGHTING | THRESHOLD (50%) | TARGET (100%) | STRETCH (150%)(1) | MAXIMUM (200%)(1) | ACTUAL LEVEL OF ACHIEVEMENT | | Net Revenues $(M) | 33.3% | Q1 | 15% | $68.3 | $75.9 | — | — | $68.7 | | | | Q2 | 15% | $76.3 | $84.8 | $87.3 | $89.9 | $75.0 | | | | Q3 | 15% | $75.8 | $84.2 | $86.8 | $89.3 | $70.2 | | | | Q4(2) | 15% | $68.9 | $76.6 | $78.9 | $81.2 | $61.6 | | | | Annual | 40% | $300.0 | $335.3 | $345.3 | $355.4 | $275.5 | | Gross Margin(3) | 33.3% | Q1 | 15% | 14.5% | 18.1% | — | — | (2.5)% | | | | Q2 | 15% | 13.5% | 16.9% | 18.1% | 19.4% | 12.8% | | | | Q3 | 15% | 13.7% | 17.1% | 18.3% | 19.7% | 9.9% | | | | Q4(2) | 15% | 14.7% | 18.4% | 19.6% | 21.2% | 8.7% | | | | Annual | 40% | 15.0% | 20.7% | 22.0% | 23.5% | 7.3% | | Operating Expenses $(M)(4) | 33.3% | Q1 | 15% | $49.2 | $44.7 | — | — | $47.9 | | | | Q2 | 15% | $47.0 | $42.7 | $39.9 | $37.4 | $41.5 | | | | Q3 | 15% | $42.6 | $38.8 | $36.2 | $33.9 | $41.2 | | | | Q4(2) | 15% | $42.1 | $38.3 | $35.8 | $33.5 | $33.7 | | | | Annual | 40% | $180.0 | $161.0 | $150.5 | $140.9 | $164.3 |

  50. Executive Incentive Bonus Plan

    | (1) The 2025 STI plan design was approved by our human capital management and compensation committee after completion of the first quarter of 2025 in June 2025. As a result, our human capital management and compensation committee did not approve maximum and stretch performance goals for the first quarter of 2025. |

  51. Executive Incentive Bonus Plan

    | (2) In June 2025, our human capital management and compensation committee approved final performance goals for the annual, first quarter and second quarter 2025 performance periods, and preliminary performance goals for the third and fourth quarter 2025 performance periods. The 2025 STI plan design provided that at least two weeks prior to the end of each quarter the company would update such performance goals for the ensuing quarter based on the latest forecast and present such updated performance goals to our human capital management and compensation committee for approval; provided that if no such updates were provided for approval, then such preliminary performance goals would be deemed approved. On September 12, 2025, the company provided updated performance goals for the fourth quarter 2025 performance period which were approved by our human capital management and compensation committee and are set forth in the table above. As a result of the 2025 STI plan design and performance goal setting process described above under “Executive Incentive Bonus Plan—STI Cash Incentives,” the annual performance metrics were not designed to aggregate to the quarterly performance metrics. |

  52. Executive Incentive Bonus Plan

    | (3) In determining the actual level of achievement of the gross margin goal, the human capital management and compensation committee excluded the following non-routine charges in 2025 recorded in cost of goods sold in the Company’s consolidated financial statements for the respective periods indicated (unaudited): |

  53. Executive Incentive Bonus Plan

    | (in thousands) | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | FY 2025 | | Non-cash charges arising from specific initiatives that increased inventory provision | $4,283 | $— | $— | $2,389 | $6,672 | | Expenses related to cessation of operational activities in China | 897 | 1,703 | 1,721 | 1,514 | 5,835 | | Total charges recorded in cost of goods sold | $5,180 | $1,703 | $1,721 | $3,903 | $12,507 |

  54. Executive Incentive Bonus Plan

    | (4) In determining the actual level of achievement of the operating expenses goal, the human capital management and compensation committee excluded the following non-routine charges in 2025 recorded in operating expenses in the Company’s consolidated financial statements for the respective periods indicated (unaudited): |

  55. Executive Incentive Bonus Plan

    | (in thousands) | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | FY 2025 | | Loss from impairment of long-lived assets | $— | $— | $51,288 | $— | $51,288 | | Loss on write-down of assets held for sale | — | — | — | 48,987 | 48,987 | | Litigation-related accrual | — | — | — | 38,900 | 38,900 | | Incremental share-based compensation expense | — | — | — | 13,267 | 13,267 | | Incremental legal and other fees and expenses related to contractual dispute with former co-manufacturer | 4,647 | 2,530 | 662 | 296 | 8,134 | | Certain non-routine selling, general and administrative expenses | — | 559 | 838 | 838 | 2,235 | | Costs related to partial lease termination | — | 499 | 555 | 387 | 1,441 | | Reclassification of certain inventory previously identified for donation | 1,319 | — | — | — | 1,319 | | Expenses related to cessation of operational activities in China | 1,186 | 36 | 36 | 13 | 1,271 | | Total charges recorded in operating expenses | $7,152 | $3,624 | $53,378 | $102,688 | $168,842 |

  56. Executive Incentive Bonus Plan

    STI Cash Payments Upon the completion of 2025, our human capital management and compensation committee reviewed the company’s performance against the predetermined quarterly and annual performance goals and determined the following level of achievement and funding under the Bonus Plan for 2025 performance:

  57. Executive Incentive Bonus Plan

    | PERFORMANCE METRIC | METRIC WEIGHTING | Q1 2025 ($M) | Q1 2025 FUNDING | Q2 2025 ($M) | Q2 2025 FUNDING | Q3 2025 ($M) | Q3 2025 FUNDING | Q4 2025 ($M) | Q4 2025 FUNDING | FY 2025 ($M) | FY 2025 FUNDING | | Net Revenues $(M) | 33.3% | $68.7 | 52.8% | $75.0 | 0.0% | $70.2 | 0.0% | $61.6 | 0.0% | $275.5 | 0.0% | | Gross Margin(1) | 33.3% | (2.5)% | 0.0% | 12.8% | 0.0% | 9.9% | 0.0% | 8.7% | 0.0% | 7.3% | 0.0% | | Operating Expenses $(M)(2) | 33.3% | $47.9 | 64.7% | $41.5 | 121.3% | $41.2 | 68.0% | $33.7 | 191.8% | $164.39 | 91.2% | | Period Funding | | | 39.2% | | 40.4% | | 22.7% | | 63.9% | | 30.4% | | Period Weighting | | | 15.0% | | 15.0% | | 15.0% | | 15.0% | | 40.0% | | Weighted Period Funding | | | 5.9% | | 6.1% | | 3.4% | | 9.6% | | 12.2% | | Total Funding(3) | | | | | | | | | | | 37.1% |

  58. Executive Incentive Bonus Plan

    | (1) In determining the actual level of achievement of the gross margin goal, the human capital management and compensation committee excluded the non-routine charges in 2025 recorded in cost of goods sold in the Company’s consolidated financial statements as described in the footnotes to the table above. |

  59. Executive Incentive Bonus Plan

    | (2) In determining the actual level of achievement of the operating expenses goal, the human capital management and compensation committee excluded the non-routine charges in 2025 recorded in operating expenses in the Company’s consolidated financial statements as described in the footnotes to the table above. |

  60. Executive Incentive Bonus Plan

    | (3) The payout (weighted percentage of achievement) for each performance goal is calculated using linear interpolation to determine the funding percentage when achievement falls between performance thresholds, which percentage is then multiplied by the metric weighting and the period weighting for the applicable performance goal, with the resulting funding percentage for all performance periods added together to determine the total funding percentage. |

  61. Executive Incentive Bonus Plan

    Based on the level of achievement of the 2025 performance goals, the following Bonus Plan payments were approved and paid to our NEOs in 2026 in recognition of performance in 2025.

  62. Executive Incentive Bonus Plan

    | NEO | 2025 BASE SALARY ($) | 2025 CASH STI TARGET (% OF BASE SALARY) | 2025 CASH STI TARGET AMOUNT ($) | ACTUAL WEIGHTED FUNDING (% OF TARGET) | 2025 ACTUAL CASH STI PAYMENT ($) | | Ethan Brown | 675,000 | 100% | 675,000 | 37.1% | 250,425 | | Lubi Kutua | 450,000 | 60% | 270,000 | 37.1% | 100,170 | | Dariush Ajami, PhD | 452,000 | 60% | 271,200 | 37.1% | 100,615 | | Teri L. Witteman | 427,000 | 60% | 256,200 | 37.1% | 95,050 | | Drew Lufkin | 400,000 | 60% | 240,000 | 37.1% | 89,040 |

  63. Executive Incentive Bonus Plan

    Key Employee Performance Awards In 2025, to incentivize certain key employees, including our NEOs, to continue employment with the company and make substantial contributions for the benefit of the entire corporate enterprise during the period in which the company was exploring and pursuing a value maximizing strategic transaction, including the raising of financing or fundraising, a refinancing or a recapitalization, exchange or reorganization of the company, a restructuring, tender, exchange, refinancing, repayment, retiring or amending of the 2027 Notes prior to maturity, and/or a third-party providing financing to the company resulting in gross proceeds to the company of at least $100 million (a “Transaction”), our human capital management and compensation committee approved one-time, performance-based cash awards (“Performance Awards”) for certain key employees, including our NEOs, pursuant to our Bonus Plan. Our human capital management and compensation committee consulted with WTW and our outside legal counsel in connection with developing the Performance Awards to ensure consistency with market practices for comparable programs instituted by companies in significant restructuring situations and other relevant considerations. The Performance Award program was designed to provide incentives to the participants to drive the company towards achievement of a Transaction in the near term, while providing them with an award that encouraged retention given the value of their then-existing equity grants was uncertain. Our human capital management and compensation committee considered the overall cost of the Performance Awards relative to market comparables for similar programs instituted by companies facing similar periods of uncertainty. In addition, the special transaction committee of the board formed in June 2024 to carry out the powers, responsibilities and obligations related to, among other things, the review, consideration, evaluation and negotiation of one or more potential refinancing transactions of the 2027 Notes and potential strategic alternatives available to the company, including the Exchange Offer, reviewed the terms of the Performance Awards and upon the advice of WTW and outside legal counsel, determined that the Performance Awards were appropriate and in the best interests of the company and it recommended that our human capital management and compensation committee approve the same. The Performance Awards were made pursuant to a written bonus agreement entered into with each participant (“Performance Award Agreement”). Pursuant to the Performance Award Agreement, the Performance Award was paid upon execution of definitive documentation relating to a Transaction. The consummation of the $100.0 million senior secured delayed-draw term loan facility with Unprocessed Foods, LLC, an affiliate of the Ahimsa Foundation, was determined to satisfy the requirement for the completion of a Transaction, and as a result, the Performance Awards were paid to the NEOs. The Performance Awards are subject to repayment on an after-tax basis for a 12-month period (24-months in the case of Mr. Brown) if the recipient resigns for any reason (other than for “good reason” in the case of Mr. Brown) or is terminated for “cause” (as defined in the Performance Award Agreement) during such period. If the recipient is terminated by the company without cause, or the participant’s employment is terminated due to death or “disability” (as defined in the Performance Award Agreement), in each case during such period, subject to execution and non-revocation of a general release of claims in favor of the company, no repayment obligation will apply. In addition, the Performance Award Agreement with Mr. Brown included additional restrictions on his sale, transfer or other disposition of shares of our common stock until December 31, 2025. The following Performance Awards were paid to each of our NEOs in 2025:

  64. Executive Incentive Bonus Plan

    | NEO | KEY EMPLOYEE PERFORMANCE AWARD ($) | | Ethan Brown | 2,250,000 | | Lubi Kutua | 600,000 | | Dariush Ajami, PhD | 330,000 | | Teri L. Witteman | 600,000 | | Drew Lufkin | 140,000 |

  65. Equity Awards

    Equity Awards We believe that equity awards align the interests of our NEOs with the long-term interests of our stockholders by rewarding long-term value creation measured by our stock price and by providing retention incentives through multi-year vesting periods. Executives typically receive their target equity award value in the form of (i) a new hire equity award or (ii) an annual equity award for continuing executives; however, equity awards may be granted to our executives under other circumstances, such as for additional incentives or retention purposes, as was the case with the MIP Awards during 2025. Equity awards to our NEOs are typically awarded in the form of stock options, RSUs and/or PSUs. In 2025, in light of the MIP Awards described below, there were no annual equity awards granted to our NEOs. Stock Options The purpose of our stock option grants is to align the interests of our NEOs and stockholders through incentivizing long-term stock price growth. Stock options typically vest over four years from the vesting commencement date, with 25% vesting after year one and monthly thereafter, and encourage long-term performance as they are only valuable if our stock price increases over time, as the awards vest. We consider stock options to be performance-based compensation given that options are at-the-money at the time of grant and have no immediate realizable gain unless the company’s stock price increases. We did not grant any stock options to our NEOs in 2025. Restricted Stock Units The purpose of our RSU grants is to align our NEOs’ interests with long-term stockholder value creation, encourage executive retention and manage dilution. RSUs granted to new hires or as part of our annual award program typically vest over four years from the vesting commencement date, with 25% vesting after year one and quarterly thereafter, which encourages long-term performance and helps to hold NEOs accountable for their decision-making given that the RSUs are directly subject to increases and decreases in our stock price, further aligning NEO and stockholder interests. Our human capital management and compensation committee may, however, grant RSUs that vest on different schedules as it deems appropriate. The RSUs granted as part of the MIP Awards vest on a different vesting schedule that was specifically designed to maximize the incentive and retentive value of those awards. Performance Stock Units Beginning in 2024, we introduced PSUs as part of our annual awards for certain of our NEOs. The introduction of PSUs as part of our annual award program is intended to further align executives’ long-term pay not only with share price movement but also with other financial and/or operational imperatives. PSUs are a type of LTI award earned based on company performance over a multi-year period, expressed as a “unit” with underlying value tied to the company stock price. The number of units earned is based on performance outcomes over the performance period, with units earned settled in the form of cash, in shares of company stock (which have an aggregate fair market value equal to the value of the earned units) or in a combination thereof, as determined by the human capital management and compensation committee, as plan administrator, in its sole discretion, after the performance results are confirmed. MIP Awards On September 29, 2025, the MIP Awards were granted to certain NEOs 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 or equitization of the 2030 Notes (including any 2030 Notes issued as paid-in-kind interest) into shares of our common stock, or payment of accrued interest or make-whole payments on the 2030 Notes in the form of our common stock. On such date, each MIP Award recipient was granted awards with respect to a number of shares of our common stock equal to a specified percentage of the Fully-Diluted Shares Outstanding on October 31, 2025, the date following the final settlement date of the Exchange Offer. The number of Fully-Diluted Shares Outstanding on October 31, 2025 was 552,076,973. Mr. Lufkin’s MIP Awards were granted to him on December 11, 2025. A portion of the MIP Awards (10% of the total MIP Awards granted to each NEO) were granted in the form of Immediate Vesting RSUs, all of which vested in full on December 31, 2025. A portion of the MIP Awards (45% of the total MIP Awards (at maximum) for Messrs. Brown and Lufkin and Dr. Ajami and 67.5% of the total MIP Awards (at maximum) for Mr. Kutua and Ms. Witteman) were granted in the form of Extended Vesting RSUs, with 50% of the Extended Vesting RSUs vesting on December 31, 2026, and the remainder vesting in four equal quarterly installments thereafter with the last vesting date being December 31, 2027, subject to continued service through the applicable vesting date. A portion of the MIP Awards (45% of the total MIP Awards (at maximum) for Messrs. Brown and Lufkin and Dr. Ajami and 22.5% of the total MIP Awards (at maximum) for Mr. Kutua and Ms. Witteman) was granted in the form of PSUs. MIP PSU recipients will be eligible to vest in an amount ranging from 50% to 150% of the “target” MIP PSUs based on performance; there will be no payout for performance below the threshold level. MIP PSU recipients will have the opportunity to “catch up” and earn any MIP PSUs not earned during the first performance period based on overachievement relative to the performance goals established for 2027 by our board of directors upon recommendation from the human capital management and compensation committee. Upon a change in control, the MIP PSUs will be deemed earned at “target” for any performance period that is incomplete or has not yet commenced, which MIP PSUs will vest in equal installments on the last day of any such remaining incomplete or remaining performance period(s), subject to continued service through the last day of the applicable incomplete or remaining performance period(s). Any earned MIP PSUs for any completed performance period that have not yet vested as of the date of the change in control (due to the fact the applicable certification date had not yet occurred) will vest upon the change in control based on actual performance, subject to the individual’s continued service through the date of the change in control. In determining the size of the MIP Awards, our board of directors considered the recommendation of our human capital management and compensation committee and transaction committee, as well as the competitive market analysis provided by WTW, the independent compensation consultant to the human capital management and compensation committee and our board of directors. The size of the individual MIP Awards were the result of an extensive benchmarking process pursuant to which our board of directors, the human capital management and compensation committee and transaction committee reviewed market equity plan comparison information based on our peer group and other market perspectives prepared by WTW, along with market data related to competitive target total direct compensation opportunities for the MIP Award recipients following the substantial dilution expected as a result of the Exchange Offer. Our board of directors, human capital management and compensation committee and transaction committee also considered each NEO’s existing equity award holdings and the impact on such holdings of the substantial dilution from the Exchange Offer, each NEO’s role and responsibilities, pay at comparable companies and the criticality of each individual to our company and our long-term goals.

  66. Equity Awards

    The MIP Awards are intended to serve as the long-term equity incentives for our NEOs for the two-year period covered by such awards. As such, in determining the size of the MIP Awards, our board of directors, human capital management and compensation committee and transaction committee considered the target total compensation (exclusive of the one-time cash Performance Awards) for comparable positions in our peer group and intended for the MIP Awards, together with the NEOs’ other compensation, to represent a total target compensation opportunity that approximated the median of the peer group based on the anticipated equity value of the company following the Exchange Offer based on the assumptions provided by the company’s financial advisors at the time of the launch of the Exchange Offer and the approval of the MIP Awards. Anti-Dilution Awards The MIP Awards are eligible for anti-dilution protection in the event of any “Anti-Dilution Increases” (as defined below) to the share reserve under the Restated Plan, which additional awards (the “Anti-Dilution Awards”) will be subject to the same vesting schedules as the corresponding MIP Awards (or, if such Anti-Dilution Increases occur following the vesting of the corresponding MIP Awards, subject to continued service through the date of the Anti-Dilution Increase). Upon each Anti-Dilution Increase, additional RSUs and/or PSUs will be automatically granted to the holder of a MIP Award as described in the MIP Award agreements, which Anti-Dilution Awards are intended to protect the holders of the MIP Awards from future dilution resulting from the issuance of additional shares of our common stock in respect of the 2023 Notes. Under the Restated Plan, on any date following the closing of the Exchange Offer on which shares of our common stock are issued in respect of the 2030 Notes, including the conversion or equitization of the 2030 Notes (including any 2030 Notes issued as paid in kind interest) into shares of our common stock, or payment of accrued interest or make-whole payments in the form of our common stock, or otherwise, an additional number of shares equal to 12.5% (rounded up to the nearest whole share) of the total number of additional shares so issued will be added to the share reserve under the Restated Plan. Each increase pursuant to this paragraph is referred to as an “Anti- Dilution Increase.” The table below shows the MIP Awards granted to our NEOs in 2025, excluding the Anti-Dilution Awards in 2025 shown in the table that follows and any future Anti-Dilution Awards.

  67. Equity Awards

    | NEO | MIP AWARDS AS A PERCENTAGE OF FULLY- DILUTED SHARES AT MAXIMIM (%) | MIP AWARDS AS A PERCENTAGE OF FULLY- DILUTED SHARES AT TARGET(%) | NUMBER OF SHARES SUBJECT TO IMMEDIATE VESTING RSUS (#)(1) | NUMBER OF SHARES SUBJECT TO EXTENDED VESTING RSUS (#)(1) | NUMBER OF SHARES SUBJECT TO MIP PSUS AT MAXIMUM (#)(1) | NUMBER OF SHARES SUBJECT TO MIP PSUS AT TARGET (#)(1) | | Ethan Brown(2) | 8.0% | 6.8% | 4,416,616 | 19,874,772 | 19,874,772 | 13,249,848 | | Lubi Kutua(2) | 1.46% | 1.351% | 806,033 | 5,440,719 | 1,813,573 | 1,209,049 | | Dariush Ajami, PhD(2) | 1.0% | 0.85% | 552,077 | 2,484,347 | 2,484,347 | 1,656,231 | | Teri L. Witteman(2) | 1.0% | 0.925% | 552,077 | 3,726.520 | 1,242,174 | 828,116 | | Drew Lufkin(3) | 0.1625% | 0.138125% | 89,713 | 403,707 | 403,707 | 269,138 |

  68. Equity Awards

    | (1) Each NEO received 10% of his or her MIP Awards in the form of Immediate Vesting RSUs. For Messrs. Brown and Lufkin and Dr. Ajami, the remaining MIP Awards were allocated 50% to the Extended Vesting RSUs and 50% to the MIP PSUs at maximum. For Mr. Kutua and Ms. Witteman, the remaining MIP Awards were allocated 75% to the Extended Vesting RSUs and 25% to the MIP PSUs at maximum. |

  69. Equity Awards

    | (2) For Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman, the Immediate Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on October 31, 2025, and the Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on November 19, 2025, the date of the special meeting of stockholders at which our stockholders approved, among other things, 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, including the Extended Vesting RSUs granted to certain NEOs, out of such increase. |

  70. Equity Awards

    | (3) For Mr. Lufkin, the Immediate Vesting RSUs and Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on December 11, 2025, the date our human capital management and compensation committee granted the awards to Mr. Lufkin. |

  71. Equity Awards

    The table below shows the Anti-Dilution Awards granted to our NEOs in connection with the conversion of $3,000 in aggregate principal amount of 2030 Notes in 2025.

  72. Equity Awards

    | NEO | NUMBER OF ANTI- DILUTION SHARES SUBJECT TO IMMEDIATE VESTING RSUS (#)(1) | NUMBER OF ANTI- DILUTION SHARES SUBJECT TO EXTENDED VESTING RSUS (#)(1) | NUMBER OF ANTI- DILUTION SHARES SUBJECT TO MIP PSUS AT MAXIMUM (#)(1) | NUMBER OF ANTI- DILUTION SHARES SUBJECT TO MIP PSUS AT TARGET (#)(1) | | Ethan Brown | 19 | 83 | 83 | 55 | | Lubi Kutua | 4 | 23 | 8 | 6 | | Dariush Ajami, PhD | 3 | 11 | 11 | 7 | | Teri L. Witteman | 3 | 16 | 6 | 4 | | Drew Lufkin | 1 | 2 | 2 | 2 |

  73. Equity Awards

    | (1) The Anti-Dilution Awards with respect to the Immediate Vesting RSUs and Extended Vesting RSUs for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman were deemed granted for purposes of FASB ASC Topic 718 on December 8, 2025, the exercise date for the conversion of $3,000 in aggregate principal amount of the 2030 Notes, and for Mr. Lufkin on December 11, 2025, the date of grant of the Immediate Vesting RSUs and Extended Vesting RSUs. |

  74. Equity Awards

    Accelerated Vesting The MIP Awards are subject to accelerated vesting upon certain events as described below under “Potential Payments Upon Termination or Change in Control.” Updates on 2024 PSU Awards As described in our proxy statement filed with respect to our annual meeting of stockholders held in May 2025, we granted PSUs to Mr. Brown and Mr. Kutua on March 1, 2024. Each grant represented a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The market-based performance condition was based upon the company’s relative total shareholder return performance (“Relative TSR Performance”) for each performance period. The TSR comparator group includes the companies included in the S&P Food and Beverage Select Industry Index, excluding companies in the S&P 500, as of the beginning of each of the three performance periods that apply to the PSUs (each performance period began on January 1, 2024 and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively). The market-based performance condition allows for a range of vesting from 0% to 200% of the target amount, depending on the company’s Relative TSR Performance for the applicable performance period, as determined by the human capital management and compensation committee within 60 days following the end of the performance period. In addition to the market-based vesting condition, these PSUs are subject to the continued service of the executive officers through the last day of the applicable performance period. PSUs that are unvested three months following the end of the performance period will be forfeited and returned to the Restated Plan on that date, or such earlier date as determined by our human capital management and compensation committee. The fair value of PSUs is measured on the grant date using a Monte Carlo simulation. Each of the three performance periods is considered an individual tranche of the award referred to below as “Tranche I,” “Tranche II” and “Tranche III,” respectively.

  75. Equity Awards

    | TRANCHE | PSUs (#) | GRANT DATE FAIR VALUE PER PSU ($) | PERFORMANCE PERIOD | | Tranche I(1) | 80,307 | 13.49 | 1/1/24 – 12/31/24 | | Tranche II(2) | 74,714 | 14.50 | 1/1/24 – 12/31/25 | | Tranche III(3) | 70,946 | 15.27 | 1/1/24 - 12/31/26 |

  76. Equity Awards

    | (1) Tranche I consisted of 55,597 and 24,710 target PSUs granted to Mr. Brown and Mr. Kutua, respectively. |

  77. Equity Awards

    | (2) Tranche II consists of 51,725 and 22,989 target PSUs granted to Mr. Brown and Mr. Kutua, respectively. |

  78. Equity Awards

    | (3) Tranche III consists of 49,116 and 21,830 target PSUs granted to Mr. Brown and Mr. Kutua, respectively. |

  79. Equity Awards

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

  80. Equity Awards

    | RELATIVE TSR PERFORMANCE(1) | PERCENTAGE APPLICABLE TO THE RELATIVE TSR PERFORMANCE | | Less than 30th percentile | 0% | | 30th percentile | 50% | | 50th percentile | 100% | | 80th percentile and above | 200% |

  81. Equity Awards

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

  82. Equity Awards

    On February 4, 2025, our human capital management and compensation committee determined that the company’s Relative TSR Performance for the Tranche I PSUs was less than the 30th percentile, resulting in 0% of the Tranche I Target PSUs vesting. Accordingly, the unvested Tranche I Target PSUs were forfeited and returned to the Restated Plan share reserve for future grant. For purposes of determining the vesting of the Tranche II Target PSUs, WTW calculated the company’s Relative TSR Performance for the Tranche II performance period based on information provided by the company and data sourced from Standard & Poor’s Capital IQ, and provided the results of such calculation in a letter to the company dated January 15, 2026 (the “WTW Letter”). WTW concluded that the company’s Relative TSR Performance for the Tranche II PSUs was less than the 30th percentile resulting in 0% of the Tranche II Target PSUs vesting. After consideration of the WTW Letter, on February 3, 2026, our human capital management and compensation committee determined that the company’s Relative TSR Performance for the Tranche II PSUs was less than the 30th percentile, resulting in 0% of the Tranche II Target PSUs vesting. Accordingly, the unvested Tranche II Target PSUs were forfeited and returned to the Restated Plan share reserve for future grant.

  83. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Change in Control Severance Arrangements Each of our NEOs has entered into an agreement with the company which provides for certain cash and/or equity severance benefits in the event the executive is involuntary terminated without cause or resigns for good reason in connection with a change in control. Under these change in control severance arrangements, enhanced cash severance benefits and equity benefits are only provided if there is a “double trigger” to preserve morale and productivity, and to encourage executive retention in the event of a change in control. In addition to requiring a change in control for Beyond Meat, benefits are only provided if the eligible executive is involuntarily terminated without cause or resigns for good reason. All such benefits are subject to certain conditions which benefit Beyond Meat, including, among other things, the executive executing a general release of claims in favor of the company and complying with the terms of his or her confidentiality agreement and all company policies. Our human capital management and compensation committee believes these incentives will help us retain our executives, and therefore maintain the stability of our business, during the potentially volatile period accompanying a change in control. The consummation of the early settlement of the Exchange Offer on October 15, 2025 constituted a change in control under the severance arrangements with our NEOs; however, such change in control did not trigger any severance benefits to any of our NEOs in 2025 since no qualifying termination with respect to any of them has occurred. Potential obligations under the change in control severance arrangements with our NEOs are described in the subsection titled “Potential Payments Upon Termination or Change in Control” in the “Executive Compensation” section below. MIP Award Agreements The MIP Awards are subject to accelerated vesting upon certain events as described below under “Potential Payments Upon Termination or Change in Control.”

  84. Peer Group Comparisons for Benchmarking NEO Compensation

    Peer Group Comparisons for Benchmarking NEO Compensation 2025 Peer Group Our human capital management and compensation committee reviews compensation data from a specific group of companies that are similar to us in considering the compensation of our NEOs. Our human capital management and compensation committee uses peer group comparisons to measure the competitiveness of our compensation practices. Pay at comparable companies is just one of the factors in our human capital management and compensation committee’s pay decisions, which also reflect individual skills and expertise, the scope and criticality of the NEO’s role, and other factors that are deemed to be important based on our human capital management and compensation committee’s business judgment. For 2025, with respect to the NEOs, our human capital management and compensation committee had access to market data that captured a range of pay. Our human capital management and compensation committee examined the range of pay to provide for meaningful differentials in pay levels that represented differences in the criticality and performance of each role across companies, and also reflected the full range of competitive pay at our peer companies without focusing on extreme outliers. For 2025, based upon input from management and the recommendation of WTW, our human capital management and compensation committee revised the peer group to include food and beverage and personal care product companies within a relevant size range based on revenues, market capitalization and headcount, and removed companies that have been acquired or taken private, changed business models or characteristics, or have extraordinarily low market capitalization. The human capital management and compensation committee believed this peer group revision was appropriate in light of the Company’s slowing rate of growth since 2020 and competitors for executive talent. For 2025, the following companies were removed from the peer group: Benson Hill, Inc., Lifecore Biomedical, Inc. Sovos Brands, Inc, Thorne HealthTech, Inc. and United Malt Group Limited.

  85. Peer Group Comparisons for Benchmarking NEO Compensation

    | 2025 PEER GROUP | | | | BellRing Brands, Inc. | Freshpet, Inc. | SunOpta Inc. | | The Boston Beer Company, Inc. | Lancaster Colony Corporation | Tootsie Roll Industries, Inc. | | BRC Inc. | Medifast, Inc. | The Vita Coco Company, Inc. | | Calavo Growers, Inc. | Seneca Foods Corporation | Vital Farms, Inc. | | Celsius Holdings, Inc. | The Simply Good Foods Company | Westrock Coffee Company |

  86. Peer Group Comparisons for Benchmarking NEO Compensation

    2025 Performance Award Peer Group For 2025, with respect to the Performance Awards granted to our NEOs and other key employees, our board of directors, human capital management and compensation committee and transaction committee had access to market data that captured a range of similar programs implemented by a selected group of comparable companies within the previous five years. Our human capital management and compensation committee examined the comparator group information to evaluate the affordability of the program and to provide for meaningful differentials in award levels that represented differences in the criticality and performance of each individual selected for participation in the Performance Award program. Based upon input from management and the recommendation of WTW, in determining the Performance Awards, our board of directors, human capital management and compensation committee and transaction committee reviewed information based on a peer group recommended by WTW of 19 companies of similar size that had adopted similar programs when faced with situations similar to that faced by the company in early 2025. The companies that were selected within a relevant size range based on revenues and were selected from various industries, given not enough companies in the food and beverage and personal care industry were available to provide a fulsome comparator group. The board of directors, human capital management and compensation committee and transaction committee believed this peer group was appropriate for purposes of evaluating and establishing the Performance Awards, and was used only for that purpose.

  87. Peer Group Comparisons for Benchmarking NEO Compensation

    | 2025 PERFORMANCE AWARD PEER GROUP | | | | CBL & Associates Properties, Inc. | Hi-Crush Inc. | Proterra Inc. | | Pioneer Energy Services Corp. | Basic Energy Services, Inc. | Jason Industries, Inc. | | Global Eagle Entertainment Inc. | Invitae Corp. | CPI Card Group Inc. | | Armstrong Flooring, Inc. | Town Sports International, LLC | Christopher & Banks Corporation | | Washington Prime Group, Inc. | SmileDirectClub, Inc. | Highpoint Resources Corporation | | Chaparral Energy, Inc. | Hornbeck Offshore Services, Inc. | NanoString Technologies, Inc. | | CARBO Ceramics, Inc. | | |

  88. Peer Group Comparisons for Benchmarking NEO Compensation

    2026 Peer Group For 2026, based upon input from management and the recommendation of WTW, our human capital management and compensation committee further revised the peer group and removed nine companies outside the size range used to determine peers and added eight new companies that meet the screening criteria. For 2026, the following companies were added to the peer group: Bridgford Foods Corporation, Farmer Bros. Co., The Honest Company, Inc., LifeVantage Corporation, Lifeway Foods, Inc., MGP Ingredients, Inc., Nature’s Sunshine Products, Inc., and Zevia PBC; and the following companies were removed from the peer group: BellRing Brands, Inc., The Boston Beer Company, Inc., Celsius Holdings, Inc., Freshpet, Inc., Lancaster Colony Corporation, Seneca Foods Corporation, The Simply Good Foods Company, Tootsie Roll Industries, Inc. and Westrock Coffee Company.

  89. Peer Group Comparisons for Benchmarking NEO Compensation

    | 2026 PEER GROUP | | | | Bridgford Foods Corporation | LifeVantage Corporation | SunOpta Inc. | | BRC Inc. | Lifeway Foods, Inc. | The Vita Coco Company, Inc. | | Calavo Growers, Inc. | Medifast, Inc. | Vital Farms, Inc. | | Farmer Bros. Co. | MGP Ingredients, Inc. | Zevia PBC | | The Honest Company, Inc. | Nature’s Sunshine Products, Inc. | |

  90. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K under the Exchange Act. The company’s practice has been to grant annual LTI equity awards on a predetermined schedule. Generally, during the first quarter of the year, our human capital management and compensation committee reviews the value, amount and mix of equity compensation to be awarded (inclusive of RSUs, PSUs and stock options) to executive officers. Our human capital management and compensation committee then generally approves the grant of such equity awards on the first business day of the company’s open trading window after the company’s release of financial results for the prior year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, which may occur before the filing of the company’s Annual Report on Form 10-K for the prior year. In the event there is a delay in reviewing the value, amount and mix of such awards, the approval of the grant of such awards by our human capital management and compensation committee will be deferred until the first business day of the company’s open trading window after the company’s release of quarterly financial results through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, which may occur before the filing of the company’s Quarterly Report on Form 10-Q for such quarter. Our human capital management and compensation committee does not take material nonpublic information into account when determining the timing and terms of LTI equity awards. Instead, the timing of grants is generally in accordance with the yearly compensation cycle, with awards granted at the start of the new year to incentivize executive officers to deliver on the company’s strategic objectives for the new year. Awards to newly-hired employees or awards made for other purposes, such as the MIP awards, special retention or incentive awards, may be granted at other times in the discretion of our human capital management and compensation committee or board of directors. The company has not timed the disclosure of material nonpublic information to affect the value of executive compensation, nor coordinated a grant and the release of information that could be expected to affect such grant’s value. The company did not grant any stock options to any of its NEOs in 2025.

  91. Compensation Risk Assessment

    | Metric-based Pay | Variable compensation programs are tied to important metrics of performance | | Payment for Outputs | Performance metrics selection and performance measurement are performed to avoid payment without confirmation of results | | Goal Diversification | Emphasizing multiple performance measures allows the company to measure quality and quantity of revenue, market share growth and financial performance achievement | | Payment Caps | Payment caps are advisable to discourage actions that can harm the business, temptation to take risk outside of reasonable parameters and or attempts to achieve otherwise unrealistic performance | | Clawbacks | The policy provides for the company to recover the portion of any incentive-based compensation that is erroneously awarded compensation |

  92. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by and paid to each of our NEOs for the years indicated below:

  93. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Ethan Brown President and Chief Executive Officer | 2025 | 587,500 | 1,200 | 26,701,431 | — | 2,500,425 | 56,294 | 29,846,850 | | | 2024 | 500,000 | 1,200 | 4,500,019 | — | — | 15,732 | 5,016,951 | | | 2023 | 500,000 | 1,200 | 2,950,005 | 2,950,000 | 297,000 | 15,132 | 6,713,337 | | Lubi Kutua Chief Financial Officer and Treasurer | 2025 | 445,000 | 1,200 | 6,642,525 | — | 700,170 | 14,811 | 7,803,706 | | | 2024 | 390,000 | 1,200 | 2,000,031 | — | — | 14,217 | 2,405,447 | | | 2023 | 385,000 | 1,200 | 1,000,003 | 1,000,010 | 138,996 | 13,602 | 2,538,811 | | Dariush Ajami, PhD Chief Innovation Officer | 2025 | 446,000 | 1,200 | 3,337,681 | — | 430,615 | 15,339 | 4,230,836 | | | 2024 | 440,000 | 1,200 | 775,005 | 774,791 | — | 14,680 | 2,005,676 | | | 2023 | 436,250 | 1,200 | 1,000,003 | 1,000,010 | 156,816 | 14,061 | 2,608,340 | | Teri L. Witteman, Chief Legal Officer and Secretary | 2025 | 421,000 | 1,200 | 4,549,675 | — | 695,050 | 16,125 | 5,683,050 | | | 2024 | 415,000 | 1,200 | 600,005 | 599,838 | — | 15,905 | 1,631,948 | | | 2023 | 411,250 | 1,200 | 500,002 | 500,005 | 147,906 | 15,305 | 1,575,668 | | Drew Lufkin(7) Senior Vice President, Sales | 2025 | 400,000 | 1,200 | 582,239 | — | 229,040 | 23,748 | 1,236,228 |

  94. Summary Compensation Table

    | (1) Represents base salaries earned by each of the NEOs for the year indicated, prorated based on salary changes during the year. |

  95. Summary Compensation Table

    | (2) Amounts reported in this column represent for each NEO an allowance that is intended to offset the cost of a cell phone and other electronic or work from home expenses. |

  96. Summary Compensation Table

    | (3) For 2025, the dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of the Immediate Vesting RSUs and Extended Vesting RSUs and associated Anti-Dilution Awards granted in 2025 to each of our NEOs as part of the MIP Awards, as calculated in accordance with FASB ASC Topic 718. |

  97. Summary Compensation Table

    | As of December 31, 2025, none of the MIP PSUs were deemed granted for purposes of FASB ASC Topic 718 pending establishment of the applicable performance metrics. SEC rules require a presentation that is consistent with FASB ASC Topic 718. As a result, the aggregate grant date fair value of the equity awards shown in the table above excludes the MIP PSUs and Anti-Dilution Awards with respect to the MIP PSUs, which amounts will be reported in our Summary Compensation Table for 2026 and 2027 following the establishment of the grant date fair value of such awards. |

  98. Summary Compensation Table

    For Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman, the Immediate Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on October 31, 2025, and the Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on November 19, 2025, the date of the special meeting of stockholders at which our stockholders approved, among other things, 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, including the Extended Vesting RSUs granted to certain NEOs, out of such increase. The aggregate grant date fair value of the Immediate Vesting RSUs and Extended Vesting RSUs included in the table above for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman is based on the company’s closing stock price of $1.655 on October 31, 2025 and $0.9757 on November 19, 2025, respectively. For Mr. Lufkin, the Immediate Vesting RSUs and Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on December 11, 2025, the date our human capital management and compensation committee granted the awards to Mr. Lufkin. The aggregate grant date fair value of the Immediate Vesting RSUs and Extended Vesting RSUs included in the table above for Mr. Lufkin is based on the company’s closing stock price of $1.18 on December 11, 2025. The Anti-Dilution Awards with respect to the Immediate Vesting RSUs and Extended Vesting RSUs for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman were deemed granted for purposes of FASB ASC Topic 718 on December 8, 2025, the exercise date for the conversion of $3,000 in aggregate principal amount of the 2030 Notes, and for Mr. Lufkin on December 11, 2025, the date of grant of the Immediate Vesting RSUs and Extended Vesting RSUs. The aggregate grant date fair value of the Anti-Dilution Awards with respect to the Immediate Vesting RSUs and Extended Vesting RSUs included in the table above for Messrs. Brown and Kutua, Dr Ajami and Ms. Witteman is based on the company’s closing stock price of $1.14 on December 8, 2025, and for Mr. Lufkin is based on the company’s closing stock price of $1.18 on December 11, 2025. For 2024, the dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of the RSU and PSU awards (at target performance) granted to each of Mr. Brown and Mr. Kutua for 2024, the RSU awards granted to each of Dr. Ajami and Ms. Witteman for 2024, and the RSU awards granted to each of the NEOs, other than Mr. Lufkin, for 2023, as calculated in accordance with FASB ASC Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant excluding the impact of estimated forfeitures. The market-based performance condition used for the 2024 PSU awards was based upon the company’s Relative TSR Performance, which is considered to be a market condition under FASB ASC Topic 718, for each performance period. Consistent with FASB ASC Topic 718, the full grant date fair value (at target performance) for the market-related TSR component for all three tranches of the 2024 PSU awards is included in the amounts shown. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The fair value of the PSUs was measured on the grant date using a Monte Carlo simulation. The following valuation assumptions were used in the Monte Carlo simulation for the PSUs granted on March 1, 2024:

  99. Summary Compensation Table

    | ASSUMPTION | AS OF MARCH 1, 2024 | | Expected term (years) | 2.8 | | Expected volatility | 78.7% | | Average correlation | 21.4% | | Risk-free interest rate | 4.36% | | Dividend yield | 0.0% | | Measurement date stock price | $9.77 |

  100. Summary Compensation Table

    Expected Term: The expected term is based on the grant date of the PSU awards (3/1/2024) through the end of the performance period (12/31/2026). Expected Volatility and Correlation Assumptions: Volatility and correlation measures were based on three years of daily historical stock price data through March 1, 2024. Starting TSR: Starting TSR was calculated for the company and each of the companies in the TSR comparator group based on the closing price on the date of grant compared to the closing price on the trading day immediately preceding the beginning of each of the performance periods. Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release with a term corresponding to the remaining length of the performance period. Dividend Yield Assumption: For purposes of calculating TSR, which is inclusive of dividend payments, the dividend yield assumption is zero (i.e., stock prices include amounts that would otherwise have been paid as dividends). For purposes of discounting projected payouts to determine the fair value, the dividend yield assumption is also zero because the company is a non-dividend paying company.

  101. Summary Compensation Table

    | TRANCHE | TARGET PSUs SUBJECT TO AWARD (#) | GRANT DATE FAIR VALUE PER PSU ($) | PROBABLE OUTCOME OF PERFORMANCE CONDITIONS GRANT DATE FAIR VALUE ($) | MAXIMUM OUTCOME OF PERFORMANCE CONDITIONS GRANT DATE FAIR VALUE ($) | | Tranche I | | | | | | Ethan Brown | 55,597 | 13.49 | 750,004 | 1,500,007 | | Lubi Kutua | 24,710 | 13.49 | 333,338 | 666,676 | | Tranche II | | | | | | Ethan Brown | 51,725 | 14.50 | 750,013 | 1,500,025 | | Lubi Kutua | 22,989 | 14.50 | 333,341 | 666,681 | | Tranche III | | | | | | Ethan Brown | 49,116 | 15.27 | 750,001 | 1,500,003 | | Lubi Kutua | 21,830 | 15.27 | 333,344 | 666,688 | | TOTAL | | | | | | Ethan Brown | | | 2,250,018 | 4,500,035 | | Lubi Kutua | | | 1,000,023 | 2,000,045 |

  102. Summary Compensation Table

    The amounts set forth in this column do not represent the actual economic value that may be realized by the NEOs upon the vesting of the awards or the sale of the common stock underlying such awards. There can be no assurance that these reported amounts will ever be realized. For additional information on these awards, please see “Grants of Plan-Based Awards in 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End.”

  103. Summary Compensation Table

    | (4) There were no stock options granted to our NEOs in 2025. The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted in 2024 and 2023, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual economic value that may be realized by the NEOs upon the exercise of the awards or the sale of the common stock underlying such awards. There can be no assurance that these reported amounts will ever be realized. The valuation assumptions we used in calculating the fair value of these stock option awards are set forth in Note 11 to our consolidated financial statements included in our 2025 Form 10-K. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on these awards, please see “Outstanding Equity Awards at 2025 Fiscal Year-End.” |

  104. Summary Compensation Table

    | (5) Amounts reported in this column for 2025 represent: (a) performance bonuses approved and paid in 2026 in recognition of performance in 2025 under our Bonus Plan based on achievement of certain corporate performance goals and objectives including net revenues, gross margin and operating expenses; and (b) Performance Awards under our Bonus Plan paid to our NEOs, subject to continued employment, repayment and certain other obligations, as described above under “Compensation Discussion and Analysis—2025 NEO Compensation Details—Executive Incentive Bonus Plan—Key Employee Performance Awards.” Amounts reported in this column for 2023 represent performance bonuses approved and paid in 2024 in recognition of performance in 2023 under our Bonus Plan based on achievement of certain corporate performance goals and objectives including net revenues, gross margin, free cash flow and operating expenses. None of the NEOs received a performance bonus under our Bonus Plan in 2024. |

  105. Summary Compensation Table

    | (6) The table set forth below under “All Other Compensation” provides additional information regarding these amounts for 2025. |

  106. Summary Compensation Table

    | (7) Mr. Lufkin was not an NEO in 2023 and 2024 and, as a result, no disclosure is made for such years in accordance with SEC rules. |

  107. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows for the year ended December 31, 2025, certain information regarding grants of plan-based awards to our NEOs.

  108. Grants of Plan-Based Awards in 2025

    | NAME | AWARD TYPE(1) | GRANT DATE(2) | APPROVAL DATE(2) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($)(3) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(5) | | | | | | THRESHOLD | TARGET | MAXIMUM | | | | Ethan Brown | RSUs (Immediate) | 10/31/2025 | 09/29/2025 | — | — | — | 4,416,616 | 7,309,499 | | | RSUs (Extended) | 11/19/2025 | 09/29/2025 | — | — | — | 19,874,772 | 19,391,815 | | | Anti-Dilution RSUs (Immediate) | 12/08/2025 | 09/28/2025 | — | — | — | 19 | 21.66 | | | Anti-Dilution RSUs (Extended) | 12/08/2025 | 09/28/2025 | — | — | — | 83 | 94.62 | | | Performance Award | 06/05/2025 | 06/05/2025 | — | 2,250,000 | — | — | — | | | STI Cash Incentive | N/A | N/A | 337,500 | 675,000 | 1,350,000 | — | — | | Lubi Kutua | RSUs (Immediate) | 10/31/2025 | 09/29/2025 | — | — | — | 806,033 | 1,333,985 | | | RSUs (Extended) | 11/19/2025 | 09/29/2025 | — | — | — | 5,440,719 | 5,308,510 | | | Anti-Dilution RSUs (Immediate) | 12/08/2025 | 09/28/2025 | — | — | — | 4 | 4.56 | | | Anti-Dilution RSUs (Extended) | 12/08/2025 | 09/28/2025 | — | — | — | 23 | 26.22 | | | Performance Award | 04/30/2025 | 04/30/2025 | — | 600,000 | — | — | — | | | STI Cash Incentive | N/A | N/A | 135,000 | 270,000 | 540,000 | — | — | | Dariush Ajami, PhD | RSUs (Immediate) | 10/31/2025 | 09/29/2025 | — | — | — | 552,077 | 913,687 | | | RSUs (Extended) | 11/19/2025 | 09/29/2025 | — | — | — | 2,484,347 | 2,423,977 | | | Anti-Dilution RSUs (Immediate) | 12/08/2025 | 09/28/2025 | — | — | — | 3 | 3.42 | | | Anti-Dilution RSUs (Extended) | 12/08/2025 | 09/28/2025 | — | — | — | 11 | 12.54 | | | Performance Award | 04/30/2025 | 04/30/2025 | — | 330,000 | — | — | — | | | STI Cash Incentive | N/A | N/A | 135,600 | 271,200 | 542,400 | — | — | | Teri L. Witteman | RSUs (Immediate) | 10/31/2025 | 09/29/2025 | — | — | — | 552,077 | 913,687 | | | RSUs (Extended) | 11/19/2025 | 09/29/2025 | — | — | — | 3,726,520 | 3,635,956 | | | Anti-Dilution RSUs (Immediate) | 12/08/2025 | 09/28/2025 | — | — | — | 3 | 3.42 | | | Anti-Dilution RSUs (Extended) | 12/08/2025 | 09/28/2025 | — | — | — | 16 | 18.24 | | | Performance Award | 04/30/2025 | 04/30/2025 | — | 600,000 | — | — | — | | | STI Cash Incentive | N/A | N/A | 128,100 | 256,200 | 512,400 | — | — |

  109. Grants of Plan-Based Awards in 2025

    | NAME | AWARD TYPE(1) | GRANT DATE(2) | APPROVAL DATE(2) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($)(3) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(5) | | | | | | THRESHOLD | TARGET | MAXIMUM | | | | Drew Lufkin | RSUs (Immediate) | 12/11/2025 | 12/11/2025 | — | — | — | 89,713 | 105,861 | | | RSUs (Extended) | 12/11/2025 | 12/11/2025 | — | — | — | 403,707 | 476,374 | | | Anti-Dilution RSUs (Immediate) | 12/11/2025 | 12/11/2025 | — | — | — | 1 | 1.18 | | | Anti-Dilution RSUs (Extended) | 12/11/2025 | 12/11/2025 | — | — | — | 2 | 2.36 | | | Performance Award | 04/30/2025 | 04/30/2025 | — | 140,000 | — | — | — | | | STI Cash Incentive | N/A | N/A | 120,000 | 240,000 | 480,000 | — | — |

  110. Grants of Plan-Based Awards in 2025

    | (1) As of December 31, 2025, none of the MIP PSUs were deemed granted for purposes of FASB ASC Topic 718 pending establishment of the applicable performance metrics. SEC rules require a presentation that is consistent with FASB ASC Topic 718. As a result, the MIP PSUs and Anti-Dilution Awards with respect to the MIP PSUs are excluded from the table above. |

  111. Grants of Plan-Based Awards in 2025

    | (2) For Messrs. Brown, Kutua and Lufkin, Dr. Ajami and Ms. Witteman, our board of directors approved the MIP Awards on September 28, 2025, with such grants effective on September 29, 2025; however, the Immediate Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on October 31, 2025, and the Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on November 19, 2025, the date of the special meeting of stockholders at which our stockholders approved, among other things, 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, including the Extended Vesting RSUs granted to certain NEOs, out of such increase. For Mr. Lufkin, the Immediate Vesting RSUs and Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on December 11, 2025, the date our human capital management and compensation committee granted the awards to Mr. Lufkin. The Anti-Dilution Awards with respect to the Immediate Vesting RSUs and Extended Vesting RSUs for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman were deemed granted for purposes of FASB ASC Topic 718 on December 8, 2025, the exercise date for the conversion of $3,000 in aggregate principal amount of the 2030 Notes, and for Mr. Lufkin on December 11, 2025, the date of grant of the Immediate Vesting RSUs and Extended Vesting RSUs. |

  112. Grants of Plan-Based Awards in 2025

    | (3) Represent Performance Awards under our Bonus Plan paid to our NEOs, subject to continued employment, repayment and certain other obligations, as described above under “Compensation Discussion and Analysis—2025 NEO Compensation Details—Executive Incentive Bonus Plan—Key Employee Performance Awards.” STI cash incentives reflect threshold, target and maximum bonus amounts for 2025 performance under our Bonus Plan, as described in “2025 NEO Compensation Details—Executive Incentive Bonus Plan—STI Cash Incentives.” With respect to the STI cash incentives, threshold bonus amounts assume achievement of the performance goals at 50% of target, target bonus amounts assume achievement of the performance goals at 100% of target and maximum bonus amounts assume achievement of the performance goals at 200% of target. |

  113. Grants of Plan-Based Awards in 2025

    | (4) The Immediate Vesting RSUs and Extended Vesting RSUs were granted pursuant to MIP Awards and are subject to future Anti-Dilution Awards which are not reflected in the table above. All Immediate Vesting RSUs and associated Anti-Dilution Awards granted in 2025 vested as of December 31, 2025. All Extended Vesting RSUs and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  114. Grants of Plan-Based Awards in 2025

    | (5) The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of the Immediate Vesting RSUs and Extended Vesting RSUs and associated Anti-Dilution Awards granted in 2025 to each of our NEOs as part of the MIP Awards, as calculated in accordance with FASB ASC Topic 718. For Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman, the Immediate Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on October 31, 2025, and the Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on November 19, 2025, the date of the special meeting of stockholders at which our stockholders approved, among other things, 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, including the Extended Vesting RSUs granted to certain NEOs, out of such increase. The aggregate grant date fair value of the Immediate Vesting RSUs and Extended Vesting RSUs included in the table above for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman is based on the company’s closing stock price of $1.655 on October 31, 2025 and $0.9757 on November 19, 2025, respectively. For Mr. Lufkin, the Immediate Vesting RSUs and Extended Vesting RSUs were deemed granted for purposes of FASB ASC Topic 718 on December 11, 2025, the date our human capital management and compensation committee granted the awards to Mr. Lufkin. The aggregate grant date fair value of the Immediate Vesting RSUs and Extended Vesting RSUs included in the table above for Mr. Lufkin is based on the company’s closing stock price of $1.18 on December 11, 2025. The Anti-Dilution Awards with respect to the Immediate Vesting RSUs and Extended Vesting RSUs for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman were deemed granted for purposes of FASB ASC Topic 718 on December 8, 2025, the exercise date for the conversion of $3,000 in aggregate principal amount of the 2030 Notes, and for Mr. Lufkin on December 11, 2025, the date of grant of the Immediate Vesting RSUs and Extended Vesting RSUs. The aggregate grant date fair value of the Anti-Dilution Awards with respect to the Immediate Vesting RSUs and Extended Vesting RSUs included in the table above for Messrs. Brown and Kutua, Dr. Ajami and Ms. Witteman is based on the company’s closing stock price of $1.14 on December 8, 2025, and for Mr. Lufkin is based on the company’s closing stock price of $1.18 on December 11, 2025. The amounts set forth in this column do not represent the actual economic value that may be realized by the NEOs upon the vesting of the awards or the sale of the common stock underlying such awards. There can be no assurance that these reported amounts will ever be realized. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant excluding the impact of estimated forfeitures. |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding the unexercised stock options, unvested RSUs and unvested PSUs held by each NEO as of December 31, 2025:

  116. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($)(2) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED ($)(4) | | Ethan Brown | 301,960(5) | — | 0.95 | 7/19/2026 | — | — | — | — | | | 332,157(6) | — | 3.00 | 5/29/2028 | — | — | — | — | | | 540,000(7) | — | 25.00 | 4/30/2029 | — | — | — | — | | | 47,596(8) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 39,208(9) | — | 142.45 | 3/12/2031 | — | — | — | — | | | 119,235(10) | 5,186(10) | 47.42 | 3/1/2032 | — | — | — | — | | | 195,012(11) | 80,303(11) | 17.84 | 2/28/2033 | — | — | — | — | | | — | — | — | — | 3,889 (12) | 3,189 | — | — | | | — | — | — | — | 51,675 (13) | 42,374 | — | — | | | — | — | — | — | 129,543 (14) | 106,225 | — | — | | | — | — | — | — | 19,874,772 (15) | 16,297,313 | — | — | | | | | | | 83 (16) | 68 | — | — | | | — | — | — | — | — | — | 50,421 (17) | 41,345 | | | — | — | — | — | — | — | 6,624,924 (18) | 5,432,438 | | | — | — | — | — | — | — | 28 (19) | 23 | | Lubi Kutua | 16,052(20) | — | 20.02 | 4/2/2029 | — | — | — | — | | | 2,278(21) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 2,424(22) | — | 142.45 | 3/12/2031 | — | — | — | — | | | 1,293(23) | — | 130.32 | 8/9/2031 | — | — | — | — | | | 5,558(24) | 242(24) | 47.42 | 3/1/2032 | — | — | — | — | | | 85,286(25) | 22,446(25) | 15.78 | 11/15/2032 | — | — | — | — | | | 66,106(26) | 27,222(26) | 17.84 | 2/28/2033 | — | — | — | — | | | — | — | — | — | 182 (27) | 149 | — | — | | | — | — | — | — | 13,467 (28) | 11,043 | — | — | | | — | — | — | — | 17,517 (29) | 14,364 | — | — | | | — | — | — | — | 57,575 (30) | 47,212 | — | — | | | — | — | — | — | 5,440,719 (31) | 4,461,390 | — | — | | | — | — | — | — | 23 (32) | 19 | — | — | | | — | — | — | — | — | — | 22,410 (33) | 18,376 | | | — | — | — | — | — | — | 604,525 (18) | 495,710 | | | — | — | — | — | — | — | 3 (19) | 3 | | Dariush Ajami, PhD | 46,669(34) | — | 17.03 | 10/23/2028 | — | — | — | — | | | 46,875(35) | — | 17.03 | 11/14/2028 | — | — | — | — | | | 100,000(36) | — | 25.00 | 4/30/2029 | — | — | — | — | | | 20,273(37) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 14,258(38) | — | 142.45 | 3/12/2031 | — | — | — | — | | | 1,104(39) | — | 63.42 | 12/13/2031 | — | — | — | — |

  117. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($)(2) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED ($)(4) | | | 40,419(40) | 1,758(40) | 47.42 | 3/1/2032 | — | — | — | — | | | 66,106(41) | 27,222(41) | 17.84 | 2/28/2033 | — | — | — | — | | | 57,663(42) | 74,140(42) | 9.77 | 3/1/2034 | — | — | — | — | | | — | — | — | — | 1,319 (43) | 1,081 | — | — | | | — | — | — | — | 17,517 (44) | 14,634 | — | — | | | — | — | — | — | 44,621 (45) | 36,589 | — | — | | | — | — | — | — | 2,484,347 (46) | 2,037,165 | — | — | | | — | — | — | — | 11 (47) | 9 | — | — | | | — | — | — | — | — | — | 828,116 (18) | 679,055 | | | — | — | — | — | — | — | 4 (19) | 3 | | Teri L. Witteman | 125,000(48) | — | 168.10 | 6/9/2029 | — | — | — | — | | | 11,754(49) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 7,129(50) | — | 142.45 | 3/12/2031 | — | — | — | — | | | 884(51) | — | 63.42 | 12/13/2031 | — | — | — | — | | | 20,210(52) | 879(52) | 47.42 | 3/1/2032 | — | — | — | — | | | 33,053(53) | 13,617(53) | 17.84 | 2/28/2033 | — | — | — | — | | | 44,642(54) | 57,399(54) | 9.77 | 3/1/2034 | — | — | — | — | | | — | — | — | — | 660 (55) | 541 | — | — | | | — | — | — | — | 8,759 (56) | 7,182 | — | — | | | — | — | — | — | 34,545 (57) | 28,327 | — | — | | | — | — | — | — | 3,726,520 (58) | 3,055,746 | — | — | | | — | — | — | — | 16 (59) | 13.12 | — | — | | | — | — | — | — | — | — | 414,058 (18) | 339,528 | | | — | — | — | — | — | — | 2 (19) | 2 | | Drew Lufkin | 42,973(60) | 60,163(60) | 8.01 | 5/14/2034 | — | — | — | — | | | — | — | — | — | 39,014 (61) | 31,991 | — | — | | | — | — | — | — | 403,707 (62) | 331,040 | — | — | | | — | — | — | — | 2 (63) | 2 | — | — | | | — | — | — | — | — | — | 134,569 (18) | 110,347 | | | — | — | — | — | — | — | 1 (19) | 1 |

  118. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Equity awards granted prior to April 30, 2019 were granted under our 2011 Equity Incentive Plan, equity awards granted on or after April 30, 2019 were granted under our 2018 Equity Incentive Plan, and equity awards granted on or after September 28, 2025 were granted under our Restated Plan. Our 2011 Equity Incentive Plan was amended and restated as our 2018 Equity Incentive Plan, which became effective on April 30, 2019, the day immediately prior to the date on which our registration statement in connection with our IPO was declared effective by the SEC. The terms of our 2011 Equity Incentive Plan continue to govern the terms and conditions of the outstanding awards previously granted thereunder. Our 2018 Equity Incentive Plan was amended and restated as our Restated Plan, which became effective as of September 28, 2025. All vesting is generally subject to the individual’s continuous service with us through the vesting dates and the potential vesting acceleration, including pursuant to the terms of the agreements governing the MIP Awards, described below under “Potential Payments Upon Termination or Change in Control.” |

  119. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Option exercise price for awards granted prior to April 30, 2019 under our 2011 Equity Incentive Plan represents the fair market value of a share of our common stock as determined by our board of directors in accordance with Section 409A of the Code or, in the case of incentive stock options, in compliance with Section 422 of the Code. Option exercise price for awards granted on May 1, 2019 is $25.00 per share, which was equal to the initial public offering price of our common stock in the IPO. Option exercise price for awards granted after May 1, 2019 is based on the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) The market value of unvested stock awards is calculated by multiplying the number of unvested units held by the applicable NEO by the closing price of our common stock on December 31, 2025, the last trading day of the year, which was $0.82. |

  121. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) The market value of unvested PSU awards is calculated by multiplying the number of unvested units (at threshold performance) held by the applicable NEO by the closing price of our common stock on December 31, 2025, the last trading day of the year, which was $0.82. |

  122. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) One-fourth of the shares subject to this stock option vested on July 20, 2017 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  123. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) One-fourth of the shares subject to this stock option vested on August 3, 2018 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  124. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) One-fourth of the shares subject to this stock option vested on May 1, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  125. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  126. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  127. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  128. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (12) One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (13) One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (14) One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. |

  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (15) The Extended Vesting RSUs were granted pursuant to MIP Awards and are subject to future Anti-Dilution Awards which are not reflected in the table above. All extended vesting RSU awards and associated Anti-Dilution Awards will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (16) Represents Anti-Dilution Awards associated with Extended Vesting RSUs granted in 2025 pursuant to the MIP Awards. All extended vesting RSU awards and associated Anti-Dilution Awards will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  134. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (17) Each PSU granted to Mr. Brown on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024, and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively), with vesting at target equal to 50% of the total units subject to the PSU award, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The target amount of 55,597 shares subject to Tranche I was forfeited on February 4, 2025 as the performance conditions for vesting were not met. The target amount of 51,725 shares subject to Tranche II was forfeited on February 3, 2026 as the performance conditions for vesting were not met. The number of PSUs listed in this row represents the threshold outcome of the performance conditions for Tranche II and Tranche III, as performance was tracking below threshold achievement as of December 31, 2025. |

  135. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (18) The MIP PSUs were granted pursuant to the MIP Awards and represent a contingent right to receive one share of common stock with performance-based and service-based vesting conditions. The MIP PSUs will be earned based on the achievement of annual performance goals measured over two annual performance periods (2026 and 2027), with performance goals to be set based on metrics to be established at the beginning of each year by our board of directors upon recommendation from our human capital management and compensation committee. MIP PSU recipients will be eligible to vest in an amount ranging from 50% to 150% of the “target” MIP PSUs based on performance; there will be no payout for performance below the threshold level. MIP PSU recipients will have the opportunity to “catch up” and earn any MIP PSUs not earned during the first performance period based on overachievement relative to the performance goals established for 2027 by our board of directors upon recommendation from the human capital management and compensation committee. The vesting of the MIP PSUs is subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment or in connection with a change in control of our company. The number of PSUs listed in this row represents the threshold outcome of the performance conditions for the MIP PSUs. |

  136. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (19) Represents Anti-Dilution Awards associated with MIP PSUs granted in 2025 pursuant to the MIP Awards. All MIP PSUs and associated Anti-Dilution Awards will vest as described in footnote (18). |

  137. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (20) One-fourth of the shares subject to this stock option vested on January 7, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  138. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (21) One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  139. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (22) One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  140. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (23) One-forty-eighth of the shares subject to this stock option vested on August 9, 2021 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  141. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (24) One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. |

  142. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (25) One-fourth of the shares subject to this stock option vested on October 13, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  143. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (26) One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  144. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (27) One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  145. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (28) One-fourth of the shares subject to this RSU grant vested on October 13, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  146. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (29) One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  147. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (30) One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. |

  148. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (31) The Extended Vesting RSUs were granted pursuant to MIP Awards and are subject to future Anti-Dilution Awards which are not reflected in the table above. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  149. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (32) Represents Anti-Dilution Awards associated with Extended Vesting RSUs granted in 2025 pursuant to the MIP Awards. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  150. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (33) Each PSU granted to Mr. Kutua on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024, and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively), with vesting at target equal to 50% of the total units subject to the PSU award, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The target amount of 24,710 shares subject to Tranche I was forfeited on February 4, 2025 as the performance conditions for vesting were not met. The target amount of 22,989 shares subject to Tranche II was forfeited on February 3, 2026 as the performance conditions for vesting were not met. The number of PSUs listed in this row represents the threshold outcome of the performance conditions for Tranche II and Tranche III, as performance was tracking below threshold achievement as of December 31, 2025. |

  151. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (34) One-fourth of the shares subject to this stock option vested on July 16, 2019 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  152. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (35) One-fourth of the shares subject to this stock option vested on July 16, 2019 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  153. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (36) One-fourth of the shares subject to this stock option vested on May 1, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  154. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (37) One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  155. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (38) One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  156. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (39) One-fourth of the shares subject to this stock option vested on June 13, 2022 and the remainder of the grant vested in three equal half-yearly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  157. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (40) One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  158. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (41) One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  159. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (42) One-fourth of the shares subject to this stock option vested on March 1, 2025 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. |

  160. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (43) One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  161. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (44) One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  162. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (45) One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. |

  163. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (46) The Extended Vesting RSUs were granted pursuant to MIP Awards and are subject to future Anti-Dilution Awards which are not reflected in the table above. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  164. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (47) Represents Anti-Dilution Awards associated with Extended Vesting RSUs granted in 2025 pursuant to the MIP Awards. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  165. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (48) One-fourth of the shares subject to this stock option vested on May 20, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  166. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (49) One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  167. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (50) One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  168. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (51) One-fourth of the shares subject to this stock option vested on June 13, 2022 and the remainder of the grant vested in three equal half-yearly installments thereafter. This stock option was fully vested as of December 31, 2025. |

  169. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (52) One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  170. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (53) One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. |

  171. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (54) One-fourth of the shares subject to this stock option vested on March 1, 2025 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. |

  172. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (55) One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  173. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (56) One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  174. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (57) One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. |

  175. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (58) The Extended Vesting RSUs were granted pursuant to MIP Awards and are subject to future Anti-Dilution Awards which are not reflected in the table above. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  176. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (59) Represents Anti-Dilution Awards associated with Extended Vesting RSUs granted in 2025 pursuant to the MIP Awards. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  177. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (60) One-fourth of the shares subject to this stock option vested on April 10, 2025 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. |

  178. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (61) One-fourth of the shares subject to this RSU grant vested on April 10, 2025 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. |

  179. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (62) The Extended Vesting RSUs were granted pursuant to MIP Awards and are subject to future Anti-Dilution Awards which are not reflected in the table above. All extended vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  180. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (63) Represents Anti-Dilution Awards associated with Extended Vesting RSUs granted in 2025 pursuant to the MIP Awards. All Extended Vesting RSU awards and associated Anti-Dilution Awards granted in 2025 will vest 50% on December 31, 2026, with the remainder vesting in four equal quarterly installments thereafter, in each case subject to continued service as of the vesting date. |

  181. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information regarding the stock option exercises and stock vested for each NEO during the year ended December 31, 2025:

  182. Option Exercises and Stock Vested in 2025

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Ethan Brown | — | — | 4,575,507 | 4,545,762 | | Lubi Kutua | — | — | 879,179 | 948,982 | | Dariush Ajami, PhD | — | — | 606,516 | 659,834 | | Teri L. Witteman | — | — | 588,814 | 613,757 | | Drew Lufkin | — | — | 113,122 | 147,462 |

  183. Option Exercises and Stock Vested in 2025

    | (1) The value realized upon vesting of RSUs is calculated by multiplying the number of shares vested by the closing price of our common stock on the settlement date. |

  184. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our NEOs are entitled to certain payments and vesting acceleration in the event such NEOs experience a qualifying termination or in the event of a change in control, as described below. Mr. Brown is entitled to such payments and vesting acceleration pursuant to his employment agreement, while each of our other NEOs is entitled to such payments and vesting acceleration pursuant to an executive change in control severance agreement. In addition, the agreements governing the MIP Awards provide for accelerated vesting in certain circumstances, as described below. Other than in the case of death, all such benefits are subject to, among other things, the NEO’s execution of a release of claims in favor of the company and continued compliance with a confidentiality agreement and all company policies.

  185. Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control

    | • | if the successor to the company agrees to assume any then-outstanding equity awards, 100% immediate vesting acceleration of all of the shares of our common stock underlying any then-outstanding unvested stock options and other unvested equity awards that are subject to time-based vesting (other than the MIP Awards which are subject to the terms of the MIP Award Agreements described below). |

  186. Estimated Termination and Change in Control Payments

    | If the successor to the company does not agree to assume, substitute or otherwise continue any then outstanding equity awards (other than the MIP Awards which are subject to the terms of the MIP Award Agreements described below) at the time of a change in control, then 100% of the then-unvested shares subject to equity awards (both time-based and performance-based) shall fully vest and, if applicable, become exercisable, as of immediately prior to, and contingent upon, the consummation of such change in control, regardless of whether employment with the company (or any parent, subsidiary or successor of the company) continues or terminates unless such termination is due to resignation without good reason or by the company for cause. In the event of such non-assumption, non-substitution, or non-continuation, the number of unvested shares (calculated at “target” performance) subject to Tranche II and Tranche III of the PSUs granted in 2024 would accelerate and vest in full. |

  187. Pay Versus Performance

    Pay Versus Performance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (CEO) and non-CEO NEOs and certain financial performance measures of the company for the years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the human capital management and compensation committee evaluates compensation decisions.

  188. Pay Versus Performance

    | YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) | COMPENSATION ACTUALLY PAID TO CEO ($) (2)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs ($) (2)(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: (5) | | NET INCOME (LOSS) ($) (MILLIONS) | NET REVENUES ($) (MILLIONS) (6) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 29,846,850 | 22,039,753 | 4,738,454 | 3,465,284 | 0.66 | 117.99 | 219.0 | 275.5 | | 2024 | 5,016,951 | 301,397 | 1,912,190 | 459,570 | 3.01 | 122.94 | (160.3) | 326.5 | | 2023 | 6,713,337 | 3,235,433 | 2,291,354 | 1,261,801 | 7.12 | 116.75 | (338.1) | 343.4 | | 2022 | 6,770,871 | (6,453,862) | 2,656,373 | (1,184,913) | 9.85 | 114.29 | (366.1) | 418.9 | | 2021 | 6,572,625 | (8,778,700) | 5,782,695 | 4,365,316 | 52.13 | 115.76 | (182.1) | 464.7 |

  189. Pay Versus Performance

    | (1) The following table lists the CEO and non-CEO NEOs for each of years 2025, 2024, 2023, 2022 and 2021: |

  190. Pay Versus Performance

    | YEAR | CEO | NON-CEO NEOS | | 2025 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Teri L. Witteman, Drew Lufkin | | 2024 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Teri L. Witteman, Jonathan Nelson | | 2023 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Jonathan Nelson, Akerho “AK” Oghoghomeh | | 2022 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Margaret “Jackie” Trask, Teri L. Witteman, Phil Hardin, Bernie Adcock, Deanna Jurgens | | 2021 | Ethan Brown | Phil Hardin, Mark J. Nelson, Gary Schultz, Doug Ramsey, Bernie Adcock, Deanna Jurgens |

  191. Pay Versus Performance

    | (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Summary Compensation Table” for additional information). |

  192. Pay Versus Performance

    | (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Brown in accordance with the Pay Versus Performance Rules: |

  193. Pay Versus Performance

    | | | EQUITY AWARD ADJUSTMENTS | | | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) | REPORTED VALUE OF EQUITY AWARDS ($) | YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE YEAR AND UNVESTED AT YEAR END ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS ($) | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR ($) | CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | COMPENSATION ACTUALLY PAID TO CEO ($) | | 2025 | 29,846,850 | (26,701,431) | 16,297,381 | (768,574) | 3,621,641 | (256,114) | 22,039,753 | | 2024 | 5,016,951 | (4,500,019) | 1,103,136 | (1,192,983) | 0 | (125,688) | 301,397 | | 2023 | 6,713,337 | (5,900,005) | 2,761,081 | (399,466) | 88,923 | (28,438) | 3,235,433 | | 2022 | 6,770,871 | (6,255,489) | 1,479,685 | (4,245,608) | (351,693) | (3,851,628) | (6,453,862) | | 2021 | 6,572,625 | (5,888,273) | 1,939,794 | (13,048,744) | 830,244 | 815,654 | (8,778,700) |

  194. Pay Versus Performance

    | (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-CEO NEOs in accordance with the Pay Versus Performance Rules. |

  195. Pay Versus Performance

    | | | EQUITY AWARD ADJUSTMENTS | | | | | | | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOS ($) | AVERAGE REPORTED VALUE OF EQUITY AWARDS ($) | AVERAGE YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE YEAR AND UNVESTED AT YEAR END ($) | AVERAGE YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS ($) | AVERAGE FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR ($) | AVERAGE CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOS ($) | | 2025 | 4,738,454 | (3,778,030) | 2,471,346 | (289,662) | 409,982 | (86,805) | 3,465,284 | | 2024 | 1,912,190 | (1,487,378) | 461,265 | (380,221) | 0 | (46,286) | 459,570 | | 2023 | 2,291,354 | (1,725,015) | 797,890 | (101,084) | 12,107 | (13,451) | 1,261,801 | | 2022 | 2,656,373 | (2,201,026) | 457,139 | (1,312,497) | (389,865) | (395,036) | (1,184,913) | | 2021 | 5,782,695 | (5,257,003) | 4,693,472 | (888,213) | 8,903 | 25,461 | 4,365,316 |

  196. Pay Versus Performance

    | (5) In accordance with the Pay Versus Performance Rules, the company and the company’s peer group total shareholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100.00 on December 31, 2020, through the end of the listed year. The Peer Group TSR set forth in this table was determined using the S&P Food and Beverage Select Industry Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K under the Exchange Act for our 2025 Form 10-K. |

  197. Pay Versus Performance

    | (6) We have determined that net revenues is the financial performance measure that, in the company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for 2025, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). We generate net revenues primarily from sales of our products to our customers across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, mainly in the United States. We routinely offer sales discounts and promotions through various programs to customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. The expense associated with these discounts and promotions is estimated and recorded as a reduction in total gross revenues in order to arrive at reported net revenues. Please refer to our consolidated financial statements and the related notes thereto included in our 2025 Form 10-K for more information. We use net revenues as a financial performance measure in determining annual cash STI payments under the Bonus Plan for our NEOs. Linking NEO compensation to net revenues incentivizes revenue growth and rewards efforts to grow and expand our business. |

  198. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures As described in more detail in the section “Compensation Discussion and Analysis,” the company’s executive compensation program reflects a variable pay for performance philosophy. While the company utilizes various performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay Versus Performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with the Pay Versus Performance Rules) for a particular year. In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the company’s financial performance as measured by TSR, Net Income (Loss) and Net Revenues, as well as a comparison of TSR and Peer Group TSR. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Income (Loss) Compensation Actually Paid and Net Revenues

  199. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our restated certificate of incorporation and Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our restated certificate of incorporation from limiting the liability of our directors for the following:

  200. Indemnification of Directors and Officers

    | • | any breach of the director’s duty of loyalty to us or to our stockholders; |

  201. Indemnification of Directors and Officers

    | • | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |

  202. Indemnification of Directors and Officers

    | • | unlawful payment of dividends or unlawful stock repurchases or redemptions; and |

  203. Indemnification of Directors and Officers

    | • | any transaction from which the director derived an improper personal benefit. |

  204. Indemnification of Directors and Officers

    If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our Bylaws, we may purchase insurance on behalf of any person whom we are required or permitted to indemnify. RELATED PERSON TRANSACTIONS In addition to the indemnification required in our restated certificate of incorporation and Bylaws, we have entered into an indemnification agreement with each member of our board of directors and each of our officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party or other participant, or are threatened to be made a party or other participant, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. The limitation of liability and indemnification provisions in our restated certificate of incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.