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[THERE IS NO PDF DOCUMENT ASSOCIATED WITH THIS ENTRY] (yl) (Entered: 04/20/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471018576/","id":471018576,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72184476/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/486411848/","id":486411848,"tags":[],"absolute_url":"/docket/72184476/50/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-07-15T20:04:33.275273-07:00","date_modified":"2026-08-12T08:09:53.724959-07:00","sha1":"55c66fc9fcd84c12ca4025cf42c802eb8ddf4328","page_count":2,"file_size":142328,"filepath_local":"recap/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.50.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.50.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:26-cv-00742-FMO-PVC Document 50 Filed 07/15/26 Page 1 of 2 Page ID\n #:654\n\n 1 LATHAM & WATKINS LLP\n Michele D. Johnson (Bar No. 198298)\n 2 michele.johnson@lw.com\n 3 Ryan A. Walsh (Bar No. 294506)\n ryan.walsh@lw.com\n 4 650 Town Center Drive, 20th Floor\n Costa Mesa, CA 92626-1925\n 5 Tel.: +1.714.540.1235; Fax: +1.714.755.8290\n 6 Heather A. Waller (admitted Pro Hac Vice)\n 7 heather.waller@lw.com\n 330 North Wabash Avenue, Suite 2800\n 8 Chicago, IL 60611\n Tel.: +1.312.876.7700; Fax: +1.312.993.9767\n 9\n Attorneys for Defendants Beyond Meat, Inc.,\n 10 Ethan Brown, and Lubi Kutua\n 11\n UNITED STATES DISTRICT COURT\n 12\n CENTRAL DISTRICT OF CALIFORNIA\n 13\n 14 IN RE BEYOND MEAT, INC. Case No. 2:26-cv-00742-FMO-PVC\n SECURITIES LITIGATION\n 15 Class Action\n 16\n DEFENDANTS\u2019 NOTICE OF\n 17 MOTION AND MOTION TO\n DISMISS AMENDED COMPLAINT\n 18 FOR VIOLATIONS OF THE\n 19 FEDERAL SECURITIES LAWS\n THIS DOCUMENT RELATES TO:\n 20 Hearing:\n All Actions Date: October 29, 2026\n 21 Time: 10:00 a.m.\n Place: Courtroom 6D\n 22\n 23 Hon. Fernando M. Olguin\n 24\n 25\n 26\n 27\n 28\n\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 NOTICE OF MOTION AND\n MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 50 Filed 07/15/26 Page 2 of 2 Page ID\n #:655\n\n 1 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:\n 2 PLEASE TAKE NOTICE that, on October 29, 20261 at 10:00 a.m., or as\n 3 soon thereafter as the matter may be heard by the Honorable Fernando M. Olguin,\n 4 in the United States District Court for the Central District of California located at\n 5 Felicitas and Gonzalo Mendez United States Courthouse, 350 W. First Street, Los\n 6 Angeles, CA 90012, Courtroom 6D, Defendants Beyond Meat, Inc., Ethan Brown,\n 7 and Lubi Kutua (\u201cDefendants\u201d), by and through their undersigned counsel, will and\n 8 hereby do move for an order dismissing the Amended Complaint for Violations of\n 9 the Federal Securities Laws (the \u201cAC\u201d) that plaintiffs Mustafa Omar Aljendan,\n 10 Brandon Mitchell Waldaias, Aaron Saran, and Brandon Barclay filed on June 1,\n 11 2026. This motion is made pursuant to the Private Securities Litigation Reform Act\n 12 of 1995 and Federal Rules of Civil Procedure 12(b)(6) on grounds that the AC fails\n 13 to state a claim upon which relief can be granted. This motion is made following\n 14 the conference of counsel pursuant to Local Rule 7-3, which took place on July 8,\n 15 2026, see Declaration of Ryan A. Walsh \u00b6 7, and is based on this Notice, the\n 16 accompanying Memorandum of Law, Unopposed Request for Incorporation by\n 17 Reference and Judicial Notice of Documents, the concurrently filed Declaration of\n 18 Ryan A. Walsh, all pleadings on file in this action, and such oral argument as may\n 19 be presented on this motion.\n 20 Respectfully submitted,\n\n 21 Dated: July 15, 2026 LATHAM & WATKINS LLP\n Michele D. Johnson\n 22 Heather A. Waller\n 23 Ryan A. Walsh\n\n 24 By: /s/ Michele D. Johnson\n Michele D. Johnson\n 25\n Attorneys for Defendants Beyond Meat,\n 26 Inc., Ethan Brown, and Lubi Kutua\n 27 1\n The hearing date of October 29, 2026 accommodates Local Rule 7-2, the Court\u2019s\n Initial Standing Order, the Court\u2019s order granting the parties\u2019 scheduling stipulation\n 28 (Dkt. 48), and lead counsel\u2019s schedule.\n 2\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 NOTICE OF MOTION AND\n MOTION TO DISMISS\n\f","ocr_status":2,"date_upload":"2026-07-24T21:37:46.112672-07:00","document_number":"50","attachment_number":null,"pacer_doc_id":"031048330101","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Dismiss Case","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487547450/","id":487547450,"tags":[],"absolute_url":"/docket/72184476/50/1/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-07-24T21:37:15.320646-07:00","date_modified":"2026-07-28T07:57:05.176559-07:00","sha1":"e6a14b493bf37d57119e42fe0298164d50ffc666","page_count":31,"file_size":491936,"filepath_local":"recap/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.50.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.50.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 1 of 31 Page\n ID #:656\n\n 1 LATHAM & WATKINS LLP\n Michele D. Johnson (Bar No. 198298)\n 2 michele.johnson@lw.com\n 3 Ryan A. Walsh (Bar No. 294506)\n ryan.walsh@lw.com\n 4 650 Town Center Drive, 20th Floor\n Costa Mesa, CA 92626-1925\n 5 Tel.: +1.714.540.1235; Fax: +1.714.755.8290\n 6 Heather A. Waller (admitted Pro Hac Vice)\n 7 heather.waller@lw.com\n 330 North Wabash Avenue, Suite 2800\n 8 Chicago, IL 60611\n Tel.: +1.312.876.7700; Fax: +1.312.993.9767\n 9\n Attorneys for Defendants Beyond Meat, Inc.,\n 10 Ethan Brown, and Lubi Kutua\n 11\n UNITED STATES DISTRICT COURT\n 12\n CENTRAL DISTRICT OF CALIFORNIA\n 13\n 14 IN RE BEYOND MEAT, INC. Case No. 2:26-cv-00742-FMO-PVC\n SECURITIES LITIGATION\n 15 Class Action\n 16\n MEMORANDUM OF LAW IN\n 17 SUPPORT OF DEFENDANTS\u2019\n MOTION TO DISMISS AMENDED\n 18 COMPLAINT FOR VIOLATIONS OF\n 19 THE FEDERAL SECURITIES LAWS\n THIS DOCUMENT RELATES TO:\n 20 Hearing:\n All Actions Date: October 29, 2026\n 21 Time: 10:00 a.m.\n Place: Courtroom 6D\n 22\n 23 Hon. Fernando M. Olguin\n 24\n 25\n 26\n 27\n 28\n\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 2 of 31 Page\n ID #:657\n\n 1 TABLE OF CONTENTS\n 2\n Page\n 3\n I. INTRODUCTION .......................................................................................... 9\n 4\n II. BACKGROUND .......................................................................................... 10\n 5\n A. After Early Success, Beyond\u2019s Growth Is Stymied By\n 6 Operational And Financial Struggles ................................................. 10\n 7 B. Beyond Is Candid With Investors Regarding Its GAAP\n Judgments........................................................................................... 12\n 8\n C. Throughout 2025, Beyond Disclosed Continued Business\n 9 Struggles............................................................................................. 13\n 10 D. Beyond Discloses Non-Cash Impairment Of Long-Lived\n Assets And Material Weaknesses, And Corrects\n 11 Immaterial Accounting Errors ........................................................... 13\n 12 III. ARGUMENT ............................................................................................... 15\n 13 A. Plaintiffs Fail To Allege A Strong Inference of Scienter .................. 16\n 14 1. Plaintiffs Do Not Allege The Individual Defendants\n Acted With An Intent To Deceive Or Deliberate\n 15 Recklessness ............................................................................ 16\n 16 a. Alleged GAAP Failures Do Not Support\n Scienter .......................................................................... 16\n 17\n b. SOX Certifications Do Not Support Scienter ............... 17\n 18\n c. The CWs Do Not Support Scienter ............................... 17\n 19\n d. Engagement And High-Level Positions Do\n 20 Not Support Scienter ..................................................... 20\n 21 e. Core Operations Doctrine Does Not Support\n Scienter .......................................................................... 21\n 22\n f. Plaintiffs\u2019 Motive Speculation Does Not\n 23 Support Scienter ............................................................ 22\n 24 2. Plaintiffs Do Not Allege Corporate Scienter ........................... 23\n 25 3. The More Compelling Inference Is Good Faith, Not\n Fraud ........................................................................................ 24\n 26\n B. Plaintiffs Fail To Allege Falsity......................................................... 25\n 27\n 1. Statements Relating To Long-Lived Assets Were\n 28 Not False Or Misleading.......................................................... 25\n 2\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 3 of 31 Page\n ID #:658\n\n 1 a. Plaintiffs Do Not Allege A GAAP Violation ................. 25\n 2 b. Plaintiffs Do Not Allege An Actionable\n Opinion .......................................................................... 25\n 3\n c. Beyond\u2019s Risk Disclosures Are Not\n 4 Actionable ..................................................................... 27\n 5 d. Plaintiffs Do Not Allege An Item 303\n Violation ........................................................................ 28\n 6\n 2. The Controls And GAAP-Compliance Statements\n 7 Are Inactionable Opinions ....................................................... 29\n 8 C. Plaintiffs Fail To Allege Scheme Liability ........................................ 29\n 9 D. Plaintiffs\u2019 20(a) Claims Should Be Dismissed .................................. 30\n 10 IV. CONCLUSION ............................................................................................ 30\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 3\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 4 of 31 Page\n ID #:659\n\n 1 CASES\n 2\n Aramic LLC v. Revance Therapeutics, Inc.,\n 3 2024 WL 1354503 (N.D. Cal. Apr. 2, 2024) ..................................................... 22\n 4 Ark. Pub. Emps. Ret. Sys. v. Bristol-Myers Squibb Co.,\n 5 28 F.4th 343 (2d Cir. 2022) ................................................................................ 27\n\n 6 Bajjuri v. Raytheon Techs. Corp.,\n 641 F. Supp. 3d 735 (D. Ariz. 2022) .................................................................. 17\n 7\n 8 Bao v. Solarcity Corp.,\n 2016 WL 4192177 (N.D. Cal. Aug. 9, 2016) ............................................... 17, 24\n 9\n Brodsky v. Yahoo! Inc.,\n 10\n 630 F. Supp. 2d 1104 (N.D. Cal. 2009) ............................................................. 17\n 11\n Bruce v. Suntech Power Holdings Co. Ltd.,\n 12 2013 WL 6843610 (N.D. Cal. Dec. 26, 2013) ................................................... 25\n 13\n City of Dearborn Heights Act 345 Police & Fire Ret. Sys. v. Align\n 14 Tech., Inc.,\n 65 F. Supp. 3d 840 (N.D. Cal. 2014)............................................................ 25, 26\n 15\n 16 City of Sterling Heights Police & Fire Ret. Sys. v. Vodafone Grp. Pub.\n Ltd. Co.,\n 17 655 F. Supp. 2d 262 (S.D.N.Y. 2009) .......................................................... 26, 27\n 18\n Curry v. Hansen Med., Inc.,\n 19 2011 WL 3741238 (N.D. Cal. Aug. 25, 2011) ................................................... 18\n 20 Curry v. Yelp Inc.,\n 21 875 F.3d 1219 (9th Cir. 2017) ............................................................................ 15\n 22 Duffaydar v. Sonder Holdings Inc.,\n 23 2025 WL 4697183 (C.D. Cal. Aug. 27, 2025) ............................................. 16, 20\n\n 24 Dura Pharms., Inc. v. Broudo,\n 544 U.S. 336 (2005) ........................................................................................... 15\n 25\n 26 Espy v. J2 Glob., Inc.,\n 99 F.4th 527 (9th Cir. 2024) ............................................................................... 21\n 27\n 28\n 4\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 5 of 31 Page\n ID #:660\n\n 1 Garcia v. J2 Glob., Inc.,\n 2 2022 WL 22717936 (C.D. Cal. Aug. 8, 2022), aff\u2019d sub nom. 99\n F.4th 527 (9th Cir. 2024) .................................................................................... 20\n 3\n Gompper v. VISX, Inc.,\n 4\n 298 F.3d 893 (9th Cir. 2002) .............................................................................. 15\n 5\n Habelt v. iRhythm Techs., Inc.,\n 6 2022 WL 971580 (N.D. Cal. Mar. 31, 2022) ..................................................... 27\n 7\n Hufnagle v. Rino Intern. Corp.,\n 8 2013 WL 160223 (C.D. Cal. Jan. 14, 2013)....................................................... 29\n 9 In re AmTrust Fin. Servs., Inc. Sec. Litig.,\n 10 2019 WL 4257110 (S.D.N.Y. Sept. 9, 2019) ..................................................... 29\n 11 In re Apple Computer, Inc.,\n 127 F. App\u2019x 296 (9th Cir. 2005) ....................................................................... 18\n 12\n 13 In re Baxter Int\u2019l Inc. Sec. Litig.,\n 2021 WL 100457 (N.D. Ill. Jan. 12, 2021) ........................................................ 23\n 14\n In re Biogen Inc. Sec. Litig.,\n 15\n 857 F.3d 34 (1st Cir. 2017) ................................................................................ 19\n 16\n In re Cadence Design Sys., Inc. Sec. Litig.,\n 17 654 F. Supp. 2d 1037 (N.D. Cal. 2009) ........................................... 16, 17, 22, 24\n 18\n In re Crocs, Inc. Sec. Litig.,\n 19 774 F. Supp. 2d 1122 (D. Colo. 2011) ............................................................... 18\n 20 In re Dot Hill Sys. Corp. Sec. Litig.,\n 21 594 F. Supp. 2d 1150 (S.D. Cal. 2008) .............................................................. 19\n 22 In re Hansen Nat. Corp. Sec. Litig.,\n 23 527 F. Supp. 2d 11428 (C.D. Cal. 2007) ............................................................ 17\n\n 24 In re Int\u2019l Rectifier Corp. Sec. Litig.,\n 2008 WL 4555794 (C.D. Cal. May 23, 2008).................................................... 24\n 25\n 26 In re NVIDIA Corp. Sec. Litig.,\n 768 F.3d 1046 (9th Cir. 2014) .......................................................... 15, 19, 21, 24\n 27\n 28\n 5\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 6 of 31 Page\n ID #:661\n\n 1 In re Remec Inc. Sec. Litig.,\n 2 415 F. Supp. 2d 1106 (S.D. Cal. 2006) .............................................................. 21\n\n 3 In re Splash Tech. Holdings, Inc.,\n 160 F. Supp. 2d 1059 (N.D. Cal. 2001) ............................................................. 27\n 4\n 5 In re Veritas Software Corp. Sec. Litig.,\n 2004 WL 7338912 (N.D. Cal. May 19, 2004) ................................................... 17\n 6\n In re Wet Seal, Inc. Sec. Litig.,\n 7\n 518 F. Supp. 2d 1148 (C.D. Cal. 2007) .............................................................. 21\n 8\n Iron Workers Loc. No. 25 Pension Fund v. Oshkosh Corp.,\n 9 2010 WL 1287058 (E.D. Wis. Mar. 30, 2010)............................................. 25, 26\n 10\n Jaszczyszyn v. SunPower Corp.,\n 11 2024 WL 3463348 (N.D. Cal. July 17, 2024) .................................................... 22\n 12 Joyce v. Amazon.com, Inc.,\n 13 2023 WL 8370101 (W.D. Wash. Dec. 4, 2023) ................................................. 21\n 14 Lamontagne v. Tesla, Inc.,\n 2024 WL 4353010 (N.D. Cal. Sept. 30, 2024)................................................... 30\n 15\n 16 Lew v. ON Semiconductor Corp.,\n 2025 WL 1918543 (D. Ariz. July 11, 2025) ...................................................... 23\n 17\n 18 Lipton v. Pathogenesis Corp.,\n 284 F.3d 1027 (9th Cir. 2002) ............................................................................ 27\n 19\n Loc. 353, I.B.E.W. Pension Fund v. Zendesk, Inc.,\n 20 2022 WL 614235 (9th Cir. Mar. 2, 2022) .......................................................... 24\n 21\n Macomb Cnty. Emps. Ret. Sys. v. Align Tech., Inc.,\n 22 39 F.4th 1092 (9th Cir. 2022) ............................................................................. 15\n 23 McGovney v. Aerohive Networks, Inc.,\n 24 2019 WL 8137143 (N.D. Cal. Aug. 7, 2019) ..................................................... 17\n 25 N.J. Carpenters Pension & Annuity Funds v. Biogen IDEC Inc.,\n 26 537 F.3d 35 (1st Cir. 2008) ................................................................................ 23\n\n 27 Nguyen v. Endologix, Inc.,\n 962 F.3d 405 (9th Cir. 2020) ........................................................................ 15, 23\n 28\n 6\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 7 of 31 Page\n ID #:662\n\n 1 Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension\n 2 Fund,\n 575 U.S. 175 (2015) ........................................................................................... 26\n 3\n Paddock v. Dreamworks Animation SKG, Inc.,\n 4\n 2015 WL 12711653 (C.D. Cal. Apr. 1, 2015), aff\u2019d sub nom.\n 5 Roofers Loc. No. 149 Pension Fund v. DreamWorks Animation\n SKG, Inc., 677 F. App\u2019x 376 (9th Cir. 2017) ..................................................... 25\n 6\n 7 Pension Plan v. Beyond Meat, Inc. et al.,\n Case No. CV 23-0362-MWF (AGRx) (C.D. Cal. Feb. 26, 2025) ....................... 9\n 8\n Pirani v. Netflix, Inc.,\n 9\n 2024 WL 4894291 (N.D. Cal. Nov. 26, 2024) ................................................... 27\n 10\n Police Ret. Sys. of St. Louis v. Intuitive Surgical, Inc.,\n 11 2012 WL 1868874 (N.D. Cal. May 22, 2012), aff\u2019d, 759 F.3d 1051\n 12 (9th Cir. 2014) .............................................................................................. 18, 21\n 13 Prodanova v. H.C. Wainwright & Co., LLC,\n 993 F.3d 1097 (9th Cir. 2021) ............................................................................ 23\n 14\n 15 Ronconi v. Larkin,\n 253 F.3d 423 (9th Cir. 2001), abrogated on other grounds by\n 16 Matrixx Initiatives v. Siracusano, 563 U.S. 27 (2011) ..................... 10, 11, 12, 14\n 17\n Roth v. OfficeMax, Inc.,\n 18 527 F. Supp. 2d 791 (N.D. Ill. 2007).................................................................. 27\n 19 Sneed v. AcelRx Pharms., Inc.,\n 20 2022 WL 4544721 (N.D. Cal. Sept. 28, 2022)................................................... 29\n 21 Stein v. Bridgepoint Educ., Inc.,\n 22 2020 WL 3250596 (S.D. Cal. June 15, 2020) .................................................... 24\n\n 23 Tellabs, Inc. v. Makor Issues & Rts., Ltd.,\n 551 U.S. 308 (2007) ........................................................................................... 15\n 24\n 25 Terenzini v. GoodRx Holdings, Inc.,\n 2022 WL 2189592 (C.D. Cal. June 9, 2022)...................................................... 28\n 26\n Veal v. LendingClub Corp.,\n 27 423 F. Supp. 3d 785 (N.D. Cal. 2019)................................................................ 28\n 28\n 7\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 8 of 31 Page\n ID #:663\n\n 1 Wanca v. Super Micro Comp. Inc.,\n 2 2018 WL 3145649 (N.D. Cal. June 27, 2018) ................................................... 29\n\n 3 Waterford Twp. Police v. Mattel, Inc.,\n 321 F. Supp. 3d 1133 (C.D. Cal. 2018) .............................................................. 15\n 4\n 5 Zucco Partners, LLC v. Digimarc Corp.,\n 552 F.3d 981 (9th Cir. 2009) as amended (Feb. 10, 2009) ......................... passim\n 6\n STATUTES\n 7\n 8 15 U.S.C. \u00a7 78u-4(b)(1) ........................................................................................... 15\n 9 15 U.S.C. \u00a7 78u-5(c)(1) ........................................................................................... 27\n 10 RULES\n 11\n Fed. R. Civ. P. 9(b) .................................................................................................. 15\n 12\n Rule 10b-5(a) ........................................................................................................... 29\n 13\n Rule 10b-5(b) ........................................................................................................... 30\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 8\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 9 of 31 Page\n ID #:664\n\n 1 I. INTRODUCTION\n 2 When a company announces minor accounting corrections in its financial\n 3 statements, meritless securities class action lawsuits often follow. This is one of\n 4 those cases. In preparing its consolidated financial statements for the third quarter\n 5 of 2025, Beyond Meat, Inc. (\u201cBeyond\u201d) estimated that its fair value was less than\n 6 the book value, resulting in an impairment of certain long-lived assets. Beyond\n 7 further identified and disclosed a material weakness in its internal controls relating\n 8 to accounting for non-recurring and complex transactions. The next quarter, during\n 9 the financial close procedures, Beyond discovered and corrected three immaterial\n 10 errors in its previously issued 2025 quarterly consolidated financial statements and\n 11 identified an additional material weakness relating to inventory valuation. Beyond\n 12 promptly disclosed these issues as well. Far from engaging in securities fraud,\n 13 Beyond did what responsible public companies should do: it used judgment and\n 14 significant estimates to prepare its consolidated financial statements under generally\n 15 accepted accounting principles (\u201cGAAP\u201d), continually evaluated whether those\n 16 financial statements fairly presented its financial affairs, and updated its quarterly\n 17 filings and earnings announcements to account for new and material information.\n 18 Plaintiffs\u2019 Complaint confirms that Beyond was transparent with investors\n 19 about the struggles that drove a steady decline in the company\u2019s financial\n 20 performance and stock price since 2021. Indeed, these plaintiffs are not the only\n 21 ones who have sought to capitalize on Beyond\u2019s struggles. See Saskatchewan\n 22 Healthcare Emps.\u2019 Pension Plan v. Beyond Meat, Inc. et al., Case No. CV 23-0362-\n 23 MWF (AGRx) (C.D. Cal. Feb. 26, 2025) (dismissing with prejudice securities class\n 24 action complaint that followed 93% stock-price drop).\n 25 Here too, the Complaint fails to meet the PSLRA\u2019s rigorous and heightened\n 26 standards to plead a federal securities law claim. To start, Plaintiffs fail to allege\n 27 particularized facts giving rise to a strong inference of scienter. Rather than plead\n 28 facts, Plaintiffs cite unreliable and irrelevant confidential-witness accounts,\n 9\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 10 of 31 Page\n ID #:665\n\n 1 hindsight speculation, and conclusory assertions. No allegations speak to what the\n 2 Defendants knew at the time of the challenged statements about the later-disclosed\n 3 accounting issues. Plaintiffs\u2019 failure to plead a strong inference of scienter requires\n 4 dismissal of the Complaint.\n 5 Compounding this pleading failure, Plaintiffs do not allege that any statements\n 6 relating to Beyond\u2019s long-lived assets were false or misleading when made. GAAP\n 7 fair value assessments are based on management\u2019s judgments and estimates used to\n 8 prepare the financial statements, and Plaintiffs do not come close to pleading the\n 9 facts necessary for an actionable opinion. Plaintiffs\u2019 challenge to Defendants\u2019\n 10 internal control over financial reporting and GAAP-compliance statements fails for\n 11 the same reason.\n 12 Plaintiffs\u2019 lawsuit is exactly the type of \u201cfraud by hindsight\u201d the Ninth Circuit\n 13 forbade years ago. See Ronconi v. Larkin, 253 F.3d 423, 430 n.12 (9th Cir. 2001),\n 14 abrogated on other grounds by Matrixx Initiatives v. Siracusano, 563 U.S. 27\n 15 (2011). The only reasonable inference from the Complaint is that once Defendants\n 16 identified a potential issue, they announced it and corrected it\u2014not that they\n 17 intended to deceive. The Complaint should be dismissed.\n 18 II. BACKGROUND\n 19 A. After Early Success, Beyond\u2019s Growth Is Stymied By Operational\n And Financial Struggles\n 20\n 21 Founded in 2009, Beyond innovates and sells plant-based protein products.\n 22 \u00b6\u00b6 5, 40, 42. In 2019, Beyond went public and had early success. \u00b6 6. In January\n 23 2021, as its performance and revenue \u201csurged,\u201d Beyond entered into a 12-year lease\n 24 for a \u201cstate-of-the-art Innovation Center\u201d as its Campus Headquarters. \u00b6\u00b6 46, 73-74.\n 25 Beyond then raised capital to continue fueling its success, issuing notes with face\n 26 value of around $1 billion and repayment due in 2027. \u00b6\u00b6 6, 74.\n 27 But Beyond soon faced challenges in navigating an uncertain and inconsistent\n 28 market. The Company\u2019s revenue and cash steadily declined from 2021 forward\u2014\n 10\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 11 of 31 Page\n ID #:666\n\n 1 facts that Plaintiffs do not dispute were timely disclosed to investors. \u00b6 75. Beyond\n 2 further explained to investors beginning in 2022 that it \u201cpivoted [] focus toward\n 3 sustainable long-term growth supported by three pillars.\u201d \u00b6 76. Those pillars\n 4 included operating expense reduction, inventory reduction and more efficient\n 5 inventory management, and focusing on near-term growth drivers while supporting\n 6 key strategic long-term partners and opportunities. Id.; see also Ex. 1 at 80. The\n 7 Company reduced its workforce in October 2022 and November 2023 as part of its\n 8 newly initiated Global Operations Review (\u201cReview\u201d). \u00b6\u00b6 76-78.\n 9 The Review resulted in \u201cnon-cash charges such as provision for excess and\n 10 obsolete inventory and potential impairment changes [sic], write-offs, disposals and\n 11 accelerated depreciation of fixed assets, and losses on sale and write-down of fixed\n 12 assets; [and] further optimization of [Beyond\u2019s] manufacturing capacity and real\n 13 estate footprint.\u201d \u00b6 77. Beyond disclosed the Review carried risk: its ability to\n 14 make progress toward sustaining profitability depended on a number of assumptions,\n 15 including Beyond\u2019s \u201cability to monetize inventory and manage working capital,\u201d\n 16 and overcoming challenges like declining demand in the plant-based meat industry.\n 17 Ex. 1 at 35. And the Review was not an overnight fix: Beyond warned that it had\n 18 \u201crecurring net losses and negative operating cash flows,\u201d and expected it would\n 19 \u201ccontinue to operate at a loss for the foreseeable future.\u201d Ex. 1 at 93; Ex. 2 at 553.\n 20 As part of the Review, Beyond laid off another 44 people in February 2025.\n 21 \u00b6 78. Brown further told investors on a February 26, 2025 conference call that\n 22 Beyond was potentially looking to sublease \u201csome excess space.\u201d \u00b6 121.\n 23 During the same call, Kutua acknowledged that Beyond needed to do\n 24 something \u201cprofound\u201d to repay the notes that were coming due in 2027. \u00b6 81.\n 25 Indeed, Beyond owed $1.142 billion to bondholders with only $102 million cash on\n 26 hand at the end of Q1 2025 and $326.5 million in annual revenues for 2024. \u00b6\u00b6 75,\n 27 80-81. Contrary to Plaintiffs\u2019 characterization that Beyond was \u201cstringing investors\n 28 along regarding how [it] would possibly pay\u201d the notes, Kutua shared that Beyond\n 11\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 12 of 31 Page\n ID #:667\n\n 1 was \u201cevaluating potential transactions\u201d to address the notes. \u00b6 82.\n 2 When Beyond issued its 2024 10-K on March 5, 2025, the filing reiterated\n 3 Defendants\u2019 warnings from the call. Beyond warned that it was considering\n 4 subleasing its unoccupied space, which could result in an impairment. Ex. 1 at 59.\n 5 Beyond further warned that if it could not repay the notes, it \u201cwould be in default\n 6 under that indebtedness, which could, in turn, result in that and our other\n 7 indebtedness becoming immediately payable in full, and could cause us to become\n 8 insolvent or enter bankruptcy proceedings.\u201d Ex. 1 at 61.\n 9 The market was already well aware of the risks relating to these notes. From\n 10 at least the start of the putative Class Period, Beyond cautioned that its \u201cability to\n 11 satisfy our obligations under\u201d the notes and its \u201cability to refinance the Notes\u201d was\n 12 uncertain, and flagged \u201cthe significant dilution to existing stockholders that will\n 13 result if we exchange any portion of our outstanding Notes for equity.\u201d Ex. 1 at 12.\n 14 B. Beyond Is Candid With Investors Regarding Its GAAP Judgments\n 15 From the start of the Class Period, Beyond explained how it formulated its\n 16 accounting judgments and estimates under GAAP and disclosed factors that could\n 17 impact future financial statements. \u00b6 147. For instance, the Company disclosed that\n 18 assessing the value of its long-lived assets required estimating future company\n 19 performance, and warned that \u201c[f]ailure to achieve forecasted operating results, . . .\n 20 changes in market conditions and declines in our market capitalization . . . could\n 21 result in impairment of our assets.\u201d Id. Beyond provided investors with information\n 22 about its reserve for excess and obsolete inventory as well\u2014specifically, that it may\n 23 be required to substantially discount inventory or be unable to timely sell it. Ex. 1\n 24 at 37. Doing so would require Beyond to increase its inventory provision or write-\n 25 off inventory, which could in turn \u201csubstantially harm[]\u201d Beyond\u2019s financial results.\n 26 Id. In fact, Beyond disclosed that its gross profit for the years ended December 31,\n 27 2023 and 2022 \u201cwas negatively impacted by write-down of inventory.\u201d Id.\n 28 Beyond\u2019s 2024 10-K further disclosed that its inventory provision was a\n 12\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 13 of 31 Page\n ID #:668\n\n 1 \u201ccritical audit matter,\u201d \u00b6 234, \u201cbecause of the significant degree of auditor judgment\n 2 and effort required in identifying the population of inventory that exhibits indicators\n 3 of excess and obsolescence exposure and performing audit procedures to evaluate\n 4 management\u2019s estimates and assumptions in determining the completeness of the\n 5 provision for excess and obsolete inventory due to their subjective nature\u201d (Ex. 1 at\n 6 106). At the start of the Class Period, Beyond\u2019s auditor Deloitte issued a clean audit\n 7 opinion for Beyond\u2019s 2024 consolidated financial statements and internal controls\n 8 over financial reporting. Ex. 1 at 105-106.\n 9 C. Throughout 2025, Beyond Disclosed Continued Business Struggles\n 10 On May 7, 2025, Beyond announced its financial results for Q1 of 2025.\n 11 \u00b6 151. Far from hiding inventory issues, Brown disclosed that the Company\n 12 \u201crecorded a particularly large inventory provision.\u201d \u00b6 156. Of the $4.3 million\n 13 provision recorded, $1.3 million arose from \u201cspecific strategic decisions to increase\n 14 inventory provision for donation of certain inventory items.\u201d \u00b6 151; Ex. 2 at 547-\n 15 48.\n 16 Beyond further shared that it had been impacted by a \u201cslowdown in\n 17 consumption\u201d due to the \u201cuncertain macroeconomic environment,\u201d and withdrew its\n 18 full-year 2025 guidance, signaling uncertainty about its future. \u00b6\u00b6 126, 128.\n 19 Beyond\u2019s financial difficulties continued into Q2 of 2025. Beyond laid off 44\n 20 people in August (\u00b6 78) and continued to consider how it could pay off its debts,\n 21 including the notes (\u00b6 83). On September 29, 2025, Beyond announced an offer to\n 22 exchange the convertible notes (which Beyond warned it could not repay) for shares\n 23 of its common stock and new convertible notes due 2030, to avoid bankruptcy. See\n 24 \u00b6\u00b6 7, 85.\n 25 D. Beyond Discloses Non-Cash Impairment Of Long-Lived Assets\n And Material Weaknesses, And Corrects Immaterial Accounting\n 26 Errors\n 27 On October 24, 2025, the Company disclosed that, following an impairment\n 28 review, it determined that the carrying amount of certain of its long-lived assets was\n 13\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 14 of 31 Page\n ID #:669\n\n 1 not recoverable from the projected future cash flows and therefore it expected to\n 2 record a material impairment. \u00b6\u00b6 12, 203. On November 3, 2025, Beyond\n 3 announced it needed more time to complete its impairment review and would delay\n 4 reporting its Q3 2025 results. \u00b6 13.\n 5 Four days later, Beyond updated the market, disclosing a material weakness\n 6 in its internal \u201ccontrols associated with the accounting for non-recurring and\n 7 complex transactions.\u201d \u00b6 14. The Company issued its financial results on November\n 8 10, 2025, which included a $77.4 million impairment charge related to long-lived\n 9 assets. \u00b6 15. On an earnings call the next day, Kutua explained that the charge was\n 10 \u201callocated to PP&E, operating lease [right-of-use] assets and prepaid lease costs.\u201d\n 11 \u00b6 16. The Company\u2019s 10-Q filed on November 12, 2025, reflected the previously\n 12 disclosed impairment charge and material weakness. \u00b6\u00b6 102, 104.\n 13 While reviewing the Company\u2019s year-end results, Beyond discovered a\n 14 second \u201cmaterial weakness in the Company\u2019s internal control over financial\n 15 reporting . . . related to controls associated with the accounting for its inventory\n 16 provision.\u201d \u00b6 219. Beyond disclosed that weakness in a press release filed on March\n 17 16, 2026. Id. Beyond subsequently disclosed in a March 31, 2026 press release that\n 18 it \u201cidentified errors\u201d in its 2025 quarterly financials \u201crelating to (i) inventory\n 19 valuation, (ii) debt issuance costs, and (iii) the previously disclosed impairment of\n 20 long-lived assets.\u201d \u00b6 107. Specifically, the Company had overstated its inventory,\n 21 misclassified $14.1 million in costs from its debt restructuring activities, and\n 22 overestimated its Q3 impairment charge by $26.1 million (i.e., it should have been\n 23 less, $51.3 million). \u00b6 223. Beyond explained that the \u201cerrors identified . . . were\n 24 immaterial to the previously issued interim period consolidated financial statements\u201d\n 25 for Q1-Q3 2025. \u00b6 107.\n 26 Opportunistically pouncing on a distressed company, this lawsuit was filed in\n 27 shortly after the Company\u2019s Q3 2025 announcements. Dkt. 1. Plaintiffs filed their\n 28 amended complaint on June 1, 2026. Dkt. 49.\n 14\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 15 of 31 Page\n ID #:670\n\n 1 III. ARGUMENT\n 2 To state a Section 10(b) claim, Plaintiffs must adequately allege (among other\n 3 elements): (1) a material misrepresentation or omission of fact; and (2) scienter.\n 4 Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 341-42 (2005). Section 10(b) claims\n 5 are subject to Rule 9(b)\u2019s exacting and heightened pleading requirements and the\n 6 PSLRA, which \u201cpresent no small hurdle.\u201d Macomb Cnty. Emps. Ret. Sys. v. Align\n 7 Tech., Inc., 39 F.4th 1092, 1096 (9th Cir. 2022). Rule 9(b) requires Plaintiffs to\n 8 \u201cstate with particularity the circumstances constituting fraud.\u201d Fed. R. Civ. P. 9(b).\n 9 The PSLRA mandates that Plaintiffs \u201cspecify each statement alleged to have been\n 10 misleading,\u201d and the \u201creasons why the statement is misleading.\u201d 15 U.S.C. \u00a7 78u-\n 11 4(b)(1).\n 12 The PSLRA further requires Plaintiffs to state with particularity facts giving\n 13 rise to a strong inference of scienter, that is, Defendants acted with an \u201cintent to\n 14 deceive, manipulate, or defraud.\u201d Tellabs, Inc. v. Makor Issues & Rts., Ltd., 551\n 15 U.S. 308, 319 (2007). Plaintiffs must allege that Defendants \u201cmade false or\n 16 misleading statements either intentionally or with deliberate recklessness.\u201d\n 17 Waterford Twp. Police v. Mattel, Inc., 321 F. Supp. 3d 1133, 1151, 1156 (C.D. Cal.\n 18 2018). The recklessness standard \u201cis actually much closer to one of intent,\u201d In re\n 19 NVIDIA Corp. Sec. Litig., 768 F.3d 1046, 1053 (9th Cir. 2014), as the statement\n 20 must constitute such an \u201cextreme departure from the standards of ordinary care\u201d that\n 21 is \u201cso obvious that the actor must have been aware of it.\u201d Zucco Partners, LLC v.\n 22 Digimarc Corp., 552 F.3d 981, 991 (9th Cir. 2009) as amended (Feb. 10, 2009).\n 23 This \u201cstrong inference\u201d requirement \u201chas teeth.\u201d Nguyen v. Endologix, Inc.,\n 24 962 F.3d 405, 414 (9th Cir. 2020). The Complaint will survive \u201conly if a reasonable\n 25 person would deem the inference of scienter cogent and at least as compelling as any\n 26 opposing inference one could draw from the facts alleged.\u201d Curry v. Yelp Inc., 875\n 27 F.3d 1219, 1226 (9th Cir. 2017). As a result, \u201cthe court must consider all reasonable\n 28 inferences,\u201d including \u201cinferences unfavorable to the plaintiffs.\u201d Gompper v. VISX,\n 15\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 16 of 31 Page\n ID #:671\n\n 1 Inc., 298 F.3d 893, 897 (9th Cir. 2002).\n 2 The Complaint does not meet these requirements.\n 3 A. Plaintiffs Fail To Allege A Strong Inference of Scienter\n 4 1. Plaintiffs Do Not Allege The Individual Defendants Acted With\n An Intent To Deceive Or Deliberate Recklessness\n 5\n a. Alleged GAAP Failures Do Not Support Scienter\n 6\n 7 Plaintiffs\u2019 GAAP-based case is premised on hindsight. The fact that Beyond\n 8 disclosed an impairment, material weaknesses, and accounting errors does not mean\n 9 Defendants must have known of these issues in advance. Indeed, \u201cthe Ninth Circuit\n 10 has repeatedly held that the mere publication of inaccurate accounting figures, or a\n 11 failure to follow GAAP, without more, does not establish scienter.\u201d In re Cadence\n 12 Design Sys., Inc. Sec. Litig., 654 F. Supp. 2d 1037, 1046 (N.D. Cal. 2009).\n 13 \u201cPlaintiffs must plead facts that support an inference that Defendants were actually\n 14 aware that (or reckless with respect to whether) the accounting was incorrect.\u201d Id.\n 15 \u201c[N]egligence, or even gross negligence\u201d is not enough. Duffaydar v. Sonder\n 16 Holdings Inc., 2025 WL 4697183, at *5 (C.D. Cal. Aug. 27, 2025) (dismissing where\n 17 CW allegations amounted to assertion that defendant \u201cwasn\u2019t very good at\n 18 accounting\u201d).\n 19 Plaintiffs do not meet this standard because they allege nothing about any\n 20 Defendant\u2019s awareness at the time of the challenged statements that any of Beyond\u2019s\n 21 accounting or controls were deficient. This glaring gap \u201cfatally undermine[s]\u201d any\n 22 scienter inference. Cadence, 654 F. Supp. 2d at 1050 (no scienter where plaintiffs\n 23 failed to allege \u201cknowledge of the facts that rendered\u201d the accounting classifications\n 24 incorrect).\n 25 Moreover, Plaintiffs admit that inventory was a \u201ccritical audit matter,\u201d\n 26 meaning it received scrutiny from Beyond\u2019s auditor. \u00b6 234; Ex. 1 at 105-106.\n 27 Deloitte\u2019s clean audit opinion weakens any inference that Defendants \u201cknew they\n 28 were violating GAAP\u201d or had internal-controls weaknesses, because it \u201cincreases\n 16\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 17 of 31 Page\n ID #:672\n\n 1 the lengths to which [Defendants\u2019] fraud would have to go to avoid detection.\u201d\n 2 Bajjuri v. Raytheon Techs. Corp., 641 F. Supp. 3d 735, 761-62 (D. Ariz. 2022). In\n 3 fact, it is \u201chighly probative\u201d of an absence of scienter. In re Hansen Nat. Corp. Sec.\n 4 Litig., 527 F. Supp. 2d 1142, 1157-58 (C.D. Cal. 2007).\n 5 b. SOX Certifications Do Not Support Scienter\n 6 Nor can Plaintiffs demonstrate scienter with Brown\u2019s and Kutua\u2019s SOX-\n 7 required certifications that the Company\u2019s internal controls were \u201ceffective.\u201d \u00b6 227.\n 8 Zucco, 552 F.3d at 1002-04 (SOX certifications \u201cadd nothing substantial to the\n 9 scienter calculus\u201d). Were it otherwise, SOX certifications could create an inference\n 10 of scienter in \u201cevery case where there was an accounting error,\u201d which would\n 11 \u201ceviscerate the pleading requirements for scienter set forth in the PSLRA.\u201d Id. at\n 12 1004.\n 13 c. The CWs Do Not Support Scienter\n 14 Plaintiffs\u2019 scienter allegations rest on CW accounts that do not relate to what\n 15 either Defendant knew and when.\n 16 First, none of the CWs claims to have spoken with either Individual\n 17 Defendant. See McGovney v. Aerohive Networks, Inc., 2019 WL 8137143, at *19\n 18 (N.D. Cal. Aug. 7, 2019) (\u201cCWs\u2019 allegations provide little reliable basis to support\n 19 an inference of the Defendants\u2019 scienter because the CWs do not have personal\n 20 knowledge as to what the Defendants knew or did not know.\u201d). So, they cannot\n 21 possibly allege that Defendants \u201cknew of the accounting [issues] central to this\n 22 case.\u201d Bao v. Solarcity Corp., 2016 WL 4192177, at *5 (N.D. Cal. Aug. 9, 2016);\n 23 see also Cadence, 654 F. Supp. 2d at 1047 (\u201cNo CW specifically ties any Defendant\n 24 to the accounting determinations at issue.\u201d).\n 25 Second, none of the CWs claims to know about Beyond\u2019s accounting or\n 26 controls\u2014unsurprising, considering none of them worked in accounting. See\n 27 Brodsky v. Yahoo! Inc., 630 F. Supp. 2d 1104, 1114-15 (N.D. Cal. 2009) (CWs who\n 28 were not in accounting did not bolster fraudulent accounting allegations); In re\n 17\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 18 of 31 Page\n ID #:673\n\n 1 Veritas Software Corp. Sec. Litig., 2004 WL 7338912, at *7 (N.D. Cal. May 19,\n 2 2004) (no CW \u201chad any knowledge of any accounting decisions\u201d).\n 3 Third, none of the CWs was at the Company when the impairment and first\n 4 material weakness were disclosed in October 2025, nor when the immaterial errors\n 5 and second material weakness were disclosed in March 2026. \u00b6\u00b6 34-39. As a result,\n 6 none alleges what specific facts resulted in the Company\u2019s disclosures, let alone\n 7 \u201cexactly\u201d what either Defendant \u201cknew, nor when [they] knew it.\u201d In re Apple\n 8 Computer, Inc., 127 F. App\u2019x 296, 302 (9th Cir. 2005). Indeed, CW3 and CW6 left\n 9 Beyond before the Class Period, and Plaintiffs do not even allege when CW5 was at\n 10 the Company, entitling them to little weight. \u00b6\u00b6 36, 38, 39; see Police Ret. Sys. of\n 11 St. Louis v. Intuitive Surgical, Inc., 2012 WL 1868874, at *20 (N.D. Cal. May 22,\n 12 2012), aff\u2019d, 759 F.3d 1051 (9th Cir. 2014); Zucco, 552 F.3d at 1002.\n 13 Finally, evaluating the CWs\u2019 accounts as to each issue reveals their\n 14 irrelevance to scienter.\n 15 Impairment. Plaintiffs rely on CW2 to claim that \u201cDefendants knew of the\n 16 impaired plant, property & equipment assets by March 2025 at the latest.\u201d \u00b6 117;\n 17 see also \u00b6 227. As support, CW2 asserts that in late 2024, he \u201cidentified assets the\n 18 Company had lost track of and found that many assets he located did not match the\n 19 assets listed on file.\u201d Id. But that account supports that Defendants did not know\n 20 about impaired assets. See In re Crocs, Inc. Sec. Litig., 774 F. Supp. 2d 1122, 1149-\n 21 50 (D. Colo. 2011) (CW account that company lacked inventory tracking systems\n 22 suggested defendants did not know of issues). And CW2 says nothing about whether\n 23 or how his work was accounted for or who knew about it. \u00b6 117; see also Curry v.\n 24 Hansen Med., Inc., 2011 WL 3741238, at *5 (N.D. Cal. Aug. 25, 2011) (rejecting\n 25 reliance on CWs who did not work directly with accounting or were not employed\n 26 throughout class period). Moreover, Plaintiffs offer no facts indicating that the Q3\n 27 2025 impairment had anything to do with the Company not tracking assets properly.\n 28 The facts they do allege show the impairment was due to deteriorating market\n 18\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 19 of 31 Page\n ID #:674\n\n 1 conditions, which meant that the \u201ccarrying amount of certain of its long-lived assets\n 2 was not recoverable from the projected undiscounted future cash flows of the\n 3 relevant asset group.\u201d \u00b6\u00b6 103, 203.\n 4 Plaintiffs further rely on CW1 to claim that Defendants \u201cknew\u201d the Company\n 5 \u201cwas never going to be able to use\u201d all the space at the Campus Headquarters, and\n 6 that finding a subletter \u201cwasn\u2019t a guarded secret.\u201d \u00b6 120. So what? The AC quotes\n 7 Brown\u2019s public disclosure that \u201cthere is some excess space that we may look to\n 8 sublease.\u201d \u00b6 121. That\u2019s why Beyond warned it \u201cmay not be able to build out or\n 9 occupy the rest of the Campus Headquarters,\u201d such that it may need to take an\n 10 impairment. \u00b6 145. Beyond\u2019s disclosures track, not contradict, CW1\u2019s alleged\n 11 statements. See In re Biogen Inc. Sec. Litig., 857 F.3d 34, 42 (1st Cir. 2017) (no\n 12 scienter where CW statements tracked disclosures).\n 13 Material Weaknesses. None of the CWs even references Beyond\u2019s internal\n 14 controls. See In re Dot Hill Sys. Corp. Sec. Litig., 594 F. Supp. 2d 1150, 1162-64\n 15 (S.D. Cal. 2008) (giving no weight to CW allegations that lack relevance to alleged\n 16 misrepresentations).\n 17 Immaterial Errors. First, no CW discusses the disclosed error relating to\n 18 debt issuance costs. See id.\n 19 Second, Plaintiffs point to their CWs\u2019 reports about alleged \u201cinventory issues\u201d\n 20 and claim that inventory \u201cshould have been written off long before\u201d Q4 2025\n 21 (\u00b6 130), and Defendants knew about \u201coverstated inventory\u201d (\u00b6 227). Plaintiffs\u2019\n 22 conclusory rationale underscores why the CWs lack reliability. For example, CW5\u2019s\n 23 allegation of unsold product stems from 2022\u2014years before the Class Period. \u00b6 134.\n 24 And CW4 says nothing at all about when Beyond purportedly had warehouses\n 25 containing \u201cextradit [sic] that wasn\u2019t usable.\u201d \u00b6 135. Plaintiffs cannot point to\n 26 unsold inventory from an earlier time and assume that relates to the later-in-time\n 27 accounting error and material weakness. See NVIDIA, 768 F.3d at 1061-62\n 28 (affirming dismissal where CWs did not work at company when alleged issue arose\n 19\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 20 of 31 Page\n ID #:675\n\n 1 \u201cor worked in an area unrelated to it\u201d).\n 2 But even if credited, the CWs\u2019 accounts do not contradict the challenged\n 3 inventory statements. Their claims of \u201cpallets of unsold, unusable inventory sitting\n 4 in warehouses\u201d (\u00b6 227) do not suggest Beyond improperly accounted for that\n 5 inventory. Moreover, CW4\u2019s determination that the \u201cextradit [sic] [ ] wasn\u2019t usable\u201d\n 6 represents little more than \u201csecond-guessing of management decisions.\u201d Garcia v.\n 7 J2 Glob., Inc., 2022 WL 22717936, at *5 (C.D. Cal. Aug. 8, 2022), aff\u2019d sub nom.\n 8 99 F.4th 527 (9th Cir. 2024) (rejecting CW accounts that did not \u201cspeak to\n 9 Defendants\u2019 mental state\u201d and \u201csimply amount to negative opinions about\n 10 [company\u2019s] business practice\u201d).\n 11 Indeed, Plaintiffs\u2019 own allegations undermine any speculation that Beyond\n 12 was not updating its estimated inventory provision: Plaintiffs admit that on May 7,\n 13 2025, the Company reported $1.3 million \u201cin non-cash charges arising from strategic\n 14 decisions to increase inventory provision for donation of certain inventory items.\u201d\n 15 \u00b6 151. And in the 2024 10-K, Beyond disclosed that for the years ended December\n 16 31, 2022 and 2023, its gross profit \u201cwas negatively impacted by write-down of\n 17 inventory.\u201d Ex. 1 at 37.\n 18 At bottom, Plaintiffs\u2019 CW allegations are nothing more than scattered\n 19 allegations of operational issues and unsold inventory, and provide no support for a\n 20 strong inference of scienter.\n 21 d. Engagement And High-Level Positions Do Not Support\n Scienter\n 22\n 23 Relying on CW3\u2019s allegations, Plaintiffs accuse Brown of being \u201chands-on\u201d\n 24 (\u00b6 132) and a \u201cmicromanager\u201d (\u00b6 133; see also \u00b6 227). Allegations about Brown\u2019s\n 25 management style \u201csay nothing about [his] knowledge of the accounting errors and\n 26 therefore have no probative value.\u201d Duffaydar, 2025 WL 4697183, at *5. CW3\n 27 claims Brown was \u201ctrying to track how many [sales] calls we made and hold us\n 28 accountable.\u201d \u00b6 133. That has no bearing on whether the Company properly\n 20\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 21 of 31 Page\n ID #:676\n\n 1 accounted for inventory, let alone that Brown had \u201can intent to deceive or\n 2 manipulate.\u201d In re Remec Inc. Sec. Litig., 415 F. Supp. 2d 1106, 1118-19 (S.D. Cal.\n 3 2006) (dismissing challenge to company\u2019s sales forecasts as false and misleading\n 4 despite CW allegations that defendant pressured sales team).\n 5 Plaintiffs further claim Brown and Kutua were both \u201cprivy\u201d to \u201call material\n 6 information.\u201d \u00b6\u00b6 229-230. This generic allegation is even weaker than allegations\n 7 of access to weekly reports\u2014which are regularly rejected in the Ninth Circuit. See\n 8 In re Wet Seal, Inc. Sec. Litig., 518 F. Supp. 2d 1148, 1175 (C.D. Cal. 2007) (\u201cmere\n 9 access\u201d to unspecified information, \u201ceven combined with allegations of a hands-on\n 10 management style, is not enough to show deliberate recklessness\u201d); see also Espy v.\n 11 J2 Glob., Inc., 99 F.4th 527, 539-40 (9th Cir. 2024) (receipt of \u201cweekly reports of\n 12 performance results\u201d insufficient); Intuitive Surgical, 759 F.3d at 1063 (\u201c[m]ere\n 13 access to reports containing undisclosed sales data\u201d insufficient).\n 14 Nor does Plaintiffs\u2019 allegation that Defendants \u201cmade misleading statements\n 15 in response to direct queries from analysts\u201d support scienter. \u00b6 227. The only\n 16 responses to analyst questions Plaintiffs identify relate to \u201cfinding a solution\u201d to\n 17 paying off the 2027 notes (\u00b6\u00b6 81-82) and subleasing Beyond\u2019s headquarters\n 18 (\u00b6 121)\u2014statements Plaintiffs admit were true. See, e.g., \u00b6\u00b6 8, 120. The \u201cmere fact\n 19 that the Individual Defendants spoke about a topic does not provide support for a\n 20 strong inference of scienter.\u201d Joyce v. Amazon.com, Inc., 2023 WL 8370101, at *14\n 21 (W.D. Wash. Dec. 4, 2023).\n 22 e. Core Operations Doctrine Does Not Support Scienter\n 23 Invoking the \u201ccore operations\u201d theory, Plaintiffs allege that inventory and\n 24 asset valuation were \u201cessential\u201d to Beyond. \u00b6\u00b6 231-36. \u201cProof under this theory is\n 25 not easy.\u201d Intuitive Surgical, 759 F.3d at 1062. \u201c[A]bsent some additional\n 26 allegation of specific information conveyed to management and related to the fraud\n 27 or other allegations supporting scienter, the core operations inference will generally\n 28 fall short of a strong inference of scienter.\u201d NVIDIA, 768 F.3d at 1063-64; see also\n 21\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 22 of 31 Page\n ID #:677\n\n 1 Jaszczyszyn v. SunPower Corp., 2024 WL 3463348, at *12 (N.D. Cal. July 17, 2024)\n 2 (similar).\n 3 Plaintiffs do not come close; at most, they allege \u201cinventory management\u201d\n 4 was important to Beyond\u2019s business and then \u201cpresume that Defendants were\n 5 apprised of, had access to, or had actual knowledge of all material information\n 6 related to [Beyond], its inventory amounts and valuations, and its valuations of long-\n 7 lived assets.\u201d \u00b6\u00b6 231, 235. But allegations that \u201cmanagement had access to\u201d\n 8 accounting numbers, \u201cor that the management analyzed the inventory numbers\n 9 closely\u201d do not support an inference of scienter. Zucco, 552 F.3d at 1000. And\n 10 nothing in the Complaint \u201csuggests that [Defendants] had access to the underlying\n 11 information from which the accounting numbers were derived.\u201d Id. at 1001.\n 12 Plaintiffs offer zero allegations suggesting that Defendants knew earlier that the\n 13 Company\u2019s accounting was wrong or controls were deficient. On the contrary,\n 14 Deloitte\u2019s clean audit opinion supports the opposite inference. See Section III.A.1.a.\n 15 f. Plaintiffs\u2019 Motive Speculation Does Not Support Scienter\n 16 Lacking any allegations that either Individual Defendant knew anything\n 17 undermining Beyond\u2019s accounting and related disclosures at the time of the\n 18 challenged statements, Plaintiffs fall back on a speculative motive theory. Motive\n 19 alone is not sufficient to \u201cmake a strong showing of scienter.\u201d Cadence, 654 F.\n 20 Supp. 2d at 1049. Even so, Plaintiffs do not allege either Individual Defendant had\n 21 a personal motive to lie, e.g., stock sales. See Aramic LLC v. Revance Therapeutics,\n 22 Inc., 2024 WL 1354503, at *15 (N.D. Cal. Apr. 2, 2024) (\u201c[A] lack of stock sales\n 23 can detract from a scienter finding.\u201d). They instead claim Defendants hid the later\n 24 disclosed accounting and controls issues \u201cto save the Company\u201d by the notes\n 25 exchange transaction. \u00b6 97. But satisfying a debt is little more than a \u201cmotive to\n 26 present better financial statements,\u201d which is \u201cinsufficient to establish a strong\n 27 inference of scienter.\u201d Cadence, 654 F. Supp. 2d at 1049.\n 28 Worse, Plaintiffs\u2019 theory hinges on speculation and fraud by hindsight. See\n 22\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 23 of 31 Page\n ID #:678\n\n 1 In re Baxter Int\u2019l Inc. Sec. Litig., 2021 WL 100457, at *18-20 (N.D. Ill. Jan. 12,\n 2 2021) (\u201cad-hoc determination\u201d that company \u201cwould not have met certain goals\n 3 without the alleged fraud [was] a hindsight conclusion\u201d that said nothing about\n 4 defendants\u2019 states of mind). It was no secret that Beyond was on the \u201cverge\u201d of\n 5 bankruptcy and was looking for a solution to the $1.1 billion in debt it owed under\n 6 the 2027 notes, which it repeatedly warned it might not be able to repay. See e.g.,\n 7 Ex. 1 at 60-61; Ex. 2 at 494; Ex. 3 at 858. The Complaint \u201calleges no facts to show\n 8 that\u201d the transaction would not have been consummated or the terms would have\n 9 been different \u201cbut for\u201d earlier disclosure of the accounting issues. Prodanova v.\n 10 H.C. Wainwright & Co., LLC, 993 F.3d 1097, 1107-08 (9th Cir. 2021). \u201cSpeculation\n 11 and unsupported conclusions\u201d as to what the noteholders would have done does not\n 12 amount to a strong inference of scienter. Lew v. ON Semiconductor Corp., 2025 WL\n 13 1918543, at *14 (D. Ariz. July 11, 2025). And Plaintiffs are stuck with their\n 14 allegations that Beyond owed the noteholders $1.142 billion dollars, but had only\n 15 $102 million cash at the end of Q1 2025 and $326.5 million in annual revenues for\n 16 2024. \u00b6 7. Beyond had long-lived assets of $300\u2013328 million and $100\u2013110 million\n 17 in inventory. \u00b6 8. That Beyond\u2019s non-cash assets would save the day makes no\n 18 sense. And it makes even less sense to suggest that the non-cash impairment of long-\n 19 lived assets ($51.3 million), the non-cash inventory errors ($8.5 million), and the\n 20 debt issuance cost error ($14.1 million) would have made a difference to\n 21 noteholders. See Nguyen v. Endologix, Inc., 962 F.3d 405, 415 (9th Cir. 2020) (no\n 22 scienter pled where plaintiff\u2019s theory \u201cd[id] not make a whole lot of sense\u201d and\n 23 \u201cd[id] not resonate in common experience\u201d).\n 24 2. Plaintiffs Do Not Allege Corporate Scienter\n 25 Having failed to establish either Individual Defendant\u2019s scienter, Plaintiffs fail\n 26 to plead scienter as to Beyond. \u00b6 237; Prodanova, 993 F.3d at 1108. Corporate\n 27 scienter requires an individual speaker with scienter. See, e.g., N.J. Carpenters\n 28 Pension & Annuity Funds v. Biogen IDEC Inc., 537 F.3d 35, 56 (1st Cir. 2008); see\n 23\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 24 of 31 Page\n ID #:679\n\n 1 also Loc. 353, I.B.E.W. Pension Fund v. Zendesk, Inc., 2022 WL 614235, at *2 (9th\n 2 Cir. Mar. 2, 2022) (declining to decide whether general corporate scienter theory is\n 3 viable). The only exception is when facts are \u201cso dramatically false\u201d that at least\n 4 some corporate official \u201cmust have known of their falsity upon publication.\u201d\n 5 NVIDIA, 768 F.3d at 1063. As demonstrated above, this is not that case. See, e.g.,\n 6 id. (alleged omissions about product defect not so dramatically false to trigger\n 7 corporate scienter). There are zero allegations to suggest that anyone at Beyond\n 8 knew or recklessly disregarded information suggesting that the accounting was\n 9 wrong or controls were deficient at the time of the challenged statements. See In re\n 10 Int\u2019l Rectifier Corp. Sec. Litig., 2008 WL 4555794, at *13-14 (C.D. Cal. May 23,\n 11 2008) (no scienter based on \u201csignificant\u201d accounting errors requiring \u201clarge or\n 12 multiple restatements\u201d absent specific allegations that defendants possessed\n 13 contemporaneous information).\n 14 3. The More Compelling Inference Is Good Faith, Not Fraud\n 15 Contrary to Plaintiffs\u2019 flimsy theory of fraud-by-hindsight and supposed\n 16 \u201cmotive,\u201d the \u201copposing inference of nonfraudulent intent\u201d\u2014accounting and\n 17 internal controls mistakes that neither Beyond, nor its independent auditors knew\n 18 about\u2014is more compelling. Bao, 2016 WL 4192177, at *8. That is especially true\n 19 considering the Complaint itself \u201cdemonstrate[s] consistent recognition of and\n 20 response to [accounting issues and] internal control weaknesses set forth in detail in\n 21 [Beyond\u2019s] public filings.\u201d Stein v. Bridgepoint Educ., Inc., 2020 WL 3250596, at\n 22 *13 (S.D. Cal. June 15, 2020); see Section II.\n 23 Plaintiffs\u2019 acknowledgment that the errors in Q4 reduced the Q3 impairment\n 24 likewise underscores that the more compelling inference is good faith. \u00b6 110. If\n 25 Defendants were trying to defraud investors, why would they initially overstate the\n 26 impairment charge? E.g., Cadence, 654 F. Supp. 2d at 1050 (inference of intent to\n 27 defraud weaker than inference that \u201cthere was simply a control deficiency within the\n 28 troubled Company\u201d).\n 24\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 25 of 31 Page\n ID #:680\n\n 1 B. Plaintiffs Fail To Allege Falsity\n 2 1. Statements Relating To Long-Lived Assets Were Not False Or\n Misleading\n 3\n 4 Plaintiffs challenge ten statements about Beyond\u2019s long-lived assets (\u00b6\u00b6 140,\n 5 143, 145, 147, 151, 158, 166, 171, 176, 184) as false because Beyond eventually\n 6 recorded a non-cash impairment charge in its Q3 2025 10-Q. See, e.g., \u00b6\u00b6 141, 203,\n 7 207. Plaintiffs\u2019 hindsight challenge fails on multiple levels.\n 8 a. Plaintiffs Do Not Allege A GAAP Violation\n 9 \u201cAllegations of a failure to comply with GAAP, without more, are not\n 10 actionable under the PSLRA.\u201d Bruce v. Suntech Power Holdings Co. Ltd., 2013 WL\n 11 6843610, at *3 (N.D. Cal. Dec. 26, 2013). Plaintiffs\u2019 GAAP case \u201crests solely on\n 12 the later-discovered\u201d facts. Id.; see, e.g., \u00b6\u00b6 141, 146, 151, 157. They make \u201cno\n 13 allegation that [Beyond\u2019s] valuation[s were] otherwise false at the time based on the\n 14 information available to the company.\u201d Id. Indeed, they allege no facts at all about\n 15 the Company\u2019s consideration of fair value or impairment prior to Q3 2025. See Iron\n 16 Workers Loc. No. 25 Pension Fund v. Oshkosh Corp., 2010 WL 1287058, at *14, 17\n 17 (E.D. Wis. Mar. 30, 2010) (dismissing complaint that defendant should have taken\n 18 impairment earlier where complaint \u201csimply cite[d] disappointing figures from the\n 19 future as though these are evidence of fraud in the past\u201d). That is fatal to their claims.\n 20 Paddock v. Dreamworks Animation SKG, Inc., 2015 WL 12711653, at *7 (C.D. Cal.\n 21 Apr. 1, 2015), aff\u2019d sub nom. Roofers Loc. No. 149 Pension Fund v. DreamWorks\n 22 Animation SKG, Inc., 677 F. App\u2019x 376 (9th Cir. 2017) (\u201clater recorded []\n 23 impairment charge\u201d insufficient to challenge \u201cearlier statements\u201d).\n 24 b. Plaintiffs Do Not Allege An Actionable Opinion\n 25 Beyond\u2019s impairment decisions depend on fair value determinations (see\n 26 \u00b6 70) \u201cwhich are not matters of objective fact\u201d but rather Beyond\u2019s subjective beliefs\n 27 about fair value. City of Dearborn Heights Act 345 Police & Fire Ret. Sys. v. Align\n 28 Tech., Inc., 65 F. Supp. 3d 840, 850 (N.D. Cal. 2014). Plaintiffs therefore must\n 25\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 26 of 31 Page\n ID #:681\n\n 1 allege with particularity that (1) Defendants \u201cdid not hold the belief [they]\n 2 professed\u201d; (2) the \u201csupporting fact[s]\u201d underlying the opinion \u201cwere untrue\u201d; or\n 3 (3) Defendants omitted \u201cfacts going to the basis for the \u2026 opinion\u201d that make the\n 4 opinion misleading to a \u201creasonable person reading the statement fairly and in\n 5 context.\u201d Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund,\n 6 575 U.S. 175, 186, 194 (2015).\n 7 First, Plaintiffs do not allege anything about Defendants\u2019 state of mind (see\n 8 Section III.A), let alone that they \u201cdid not believe the fair value calculated.\u201d Align\n 9 Tech., 65 F. Supp. 3d at 856.\n 10 Second, Plaintiffs do not allege any facts or assumptions underlying Beyond\u2019s\n 11 fair-value determination, let alone allege that any were untrue or were misleadingly\n 12 omitted from Beyond\u2019s disclosures. Plaintiffs have \u201cnot identified internal\n 13 documents or confidential witness testimony\u201d showing that Beyond\u2019s \u201cimpairment\n 14 analysis was performed on unreasonable assumptions and that Defendants knew this\n 15 was the case.\u201d Align Tech., 65 F. Supp. 3d at 852. Instead, Plaintiffs challenge\n 16 Beyond\u2019s stated reasons for undergoing an impairment review, claiming these\n 17 circumstances \u201cexisted prior to Q3 2025.\u201d \u00b6 125. Plaintiffs are purely guessing and\n 18 ignore that factors affecting an interim impairment analysis \u201care all subject to a\n 19 degree of interpretation and judgment.\u201d Align Tech., 65 F. Supp. 3d at 860.\n 20 Plaintiffs point to Beyond withdrawing its full-year 2025 guidance, claiming\n 21 it is \u201cpreposterous to assert that it was not until poor performance in Q3 2025 that\n 22 an impairment review was triggered.\u201d \u00b6 126. That assertion is way \u201ctoo broad to be\n 23 objectively assessed.\u201d City of Sterling Heights Police & Fire Ret. Sys. v. Vodafone\n 24 Grp. Pub. Ltd. Co., 655 F. Supp. 2d 262, 271-72 (S.D.N.Y. 2009) (rejecting\n 25 speculative claim that defendants should have taken impairment sooner). Likewise,\n 26 Plaintiffs insist Beyond\u2019s stock hit a 52-week low \u201cmultiple times prior to Q3\n 27 2025\u201d\u2014ignoring any mitigating factors that may have prevented the impairment\n 28 review. See Oshkosh Corp., 2010 WL 1287058, at *16 (rejecting claim that\n 26\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 27 of 31 Page\n ID #:682\n\n 1 impairment should have been taken sooner given the evaluation is a \u201ccustom process\n 2 based on several factors present at the time the assessment is made\u201d). Plaintiffs\n 3 further point to Brown\u2019s statement that there was a \u201cslowdown in consumption.\u201d\n 4 \u00b6 128. Missing, however, is any indication that Brown (or anyone else) knew that\n 5 the \u201congoing softness\u201d in plant-based meats would continue. See Vodafone, 655 F.\n 6 Supp. 2d at 268 (\u201clack of clairvoyance simply does not constitute securities fraud\u201d).\n 7 Finally, Plaintiffs\u2019 reliance on opinions from unidentified \u201caccounting experts\u201d\n 8 about what should have triggered an impairment review (\u00b6 124) is insufficient. See\n 9 Roth v. OfficeMax, Inc., 527 F. Supp. 2d 791, 801 (N.D. Ill. 2007) (disregarding\n 10 alleged \u201cexpert\u201d who did not purport to have \u201cpersonal knowledge\u201d of company\u2019s\n 11 \u201cinner workings\u201d); see also Ark. Pub. Emps. Ret. Sys. v. Bristol-Myers Squibb Co.,\n 12 28 F.4th 343, 354 (2d Cir. 2022) (expert \u201copinions cannot substitute for facts under\n 13 the PSLRA\u201d).\n 14 c. Beyond\u2019s Risk Disclosures Are Not Actionable\n 15 Beyond\u2019s risk disclosures are not actionable. See \u00b6\u00b6 145, 147, 166, 184.\n 16 First, the PSLRA insulates forward-looking statements from liability where,\n 17 as here, they are \u201cidentified\u201d and \u201caccompanied by meaningful cautionary\n 18 language,\u201d or plaintiff fails to plead that the defendants had \u201cactual knowledge\u201d that\n 19 they were false or misleading when made. 15 U.S.C. \u00a7 78u-5(c)(1). While\n 20 Defendants need only take refuge in one, both prongs apply here: Beyond\n 21 accompanied its forward-looking risk disclosures with meaningful cautionary\n 22 language (see Ex. 1 at 12-16; Ex. 2 at 494-99; Ex. 3 at 858-63; Ex. 4 at 1290-95),\n 23 and Plaintiffs have not alleged scienter let alone actual knowledge of falsity. In re\n 24 Splash Tech. Holdings, Inc., 160 F. Supp. 2d 1059, 1069 (N.D. Cal. 2001); Lipton v.\n 25 Pathogenesis Corp., 284 F.3d 1027, 1039 n.18 (9th Cir. 2002).\n 26 Second, the risk disclosures were not false when made because the warned-of\n 27 risk had not materialized at that time. Pirani v. Netflix, Inc., 2024 WL 4894291, at\n 28 *8 (N.D. Cal. Nov. 26, 2024); Habelt v. iRhythm Techs., Inc., 2022 WL 971580, at\n 27\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 28 of 31 Page\n ID #:683\n\n 1 *14 (N.D. Cal. Mar. 31, 2022). At most, Plaintiffs allege that Beyond\u2019s financial\n 2 condition continued to deteriorate and should have triggered an impairment review\n 3 at least as early as the risk of impairment was disclosed. \u00b6 75. But Plaintiffs\u2019\n 4 conclusory assertion does not make it so. Veal v. LendingClub Corp., 423 F. Supp.\n 5 3d 785, 809 (N.D. Cal. 2019) (no facts alleged that risk had materialized \u201cat the time\n 6 the risk disclosure statements were made\u201d).\n 7 d. Plaintiffs Do Not Allege An Item 303 Violation\n 8 Plaintiffs\u2019 attempt to repackage their \u201cshould have impaired sooner\u201d claim\n 9 into an Item 303 claim fails. \u00b6\u00b6 142, 153, 173. To state a claim premised on Item\n 10 303, Plaintiffs must allege facts showing (1) Defendants \u201cknew of an adverse trend,\u201d\n 11 (2) \u201cthe material impact of that trend,\u201d and (3) that \u201cfuture material impacts are\n 12 reasonably likely to occur from the present-day perspective.\u201d Terenzini v. GoodRx\n 13 Holdings, Inc., 2022 WL 2189592, at *4 (C.D. Cal. June 9, 2022). Plaintiffs make\n 14 the conclusory claim that \u201cthe impairments to long-lived assets were known trends\n 15 or uncertainties that were likely to have a material unfavorable impact on the\n 16 Company\u2019s business and financial results.\u201d \u00b6\u00b6 142, 152, 173. But that is no different\n 17 than saying Beyond should have taken the impairments sooner. For all the above\n 18 reasons, that claim fails. Further, Plaintiffs have zero factual allegations that anyone\n 19 at Beyond knew of an adverse trend relating to long-lived assets that was not\n 20 disclosed. See GoodRx, 2022 WL 2189592, at *5 (any lack of disclosure \u201cwould be\n 21 merely a failure to \u2018disclose the future\u2019\u201d). Contrary to Plaintiffs\u2019 claims that Beyond\n 22 concealed the risk of a possible significant impairment (e.g., \u00b6\u00b6 8, 89, 91) or\n 23 alternatively that the warnings were boilerplate (\u00b6\u00b6 148, 167), every quarter during\n 24 the Class Period, Beyond disclosed that deteriorating conditions could lead to an\n 25 impairment and adversely affect operating results. See, e.g., Ex. 1 at 79-80; Ex. 2 at\n 26 539; see also Ex. 3 at 932; Ex. 4 at 1506-07.\n 27\n 28\n 28\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 29 of 31 Page\n ID #:684\n\n 1 2. The Controls And GAAP-Compliance Statements Are\n Inactionable Opinions\n 2\n 3 Plaintiffs claim the Individual Defendants\u2019 statements regarding Beyond\u2019s\n 4 compliance with GAAP and the effectiveness of its internal controls were false and\n 5 misleading because the Company ultimately disclosed it had accounting errors and\n 6 controls weaknesses. \u00b6\u00b6 149, 164, 168, 169, 186, 188, 189, 200, 201. But because\n 7 the statements \u201cconcern the conclusions\u201d of the Individual Defendants, they are\n 8 opinions. In re AmTrust Fin. Servs., Inc. Sec. Litig., 2019 WL 4257110, at *24-25\n 9 (S.D.N.Y. Sept. 9, 2019); see also, e.g., \u00b6 149 (certifying \u201cbased on my knowledge\u201d).\n 10 Further, GAAP \u201care a collection of broad standards that are couched in rather\n 11 general, and in some cases inherently subjective terms.\u201d Hufnagle v. Rino Intern.\n 12 Corp., 2013 WL 160223, at *2 (C.D. Cal. Jan. 14, 2013) (\u201cGAAP assertions are\n 13 statements of professional judgment and opinion, not verifiable fact.\u201d).\n 14 Thus, to establish falsity, Plaintiffs \u201cmust do more than simply allege that the\n 15 conclusions were wrong.\u201d AmTrust, 2019 WL 4257110, at *25. Instead, Plaintiffs\n 16 must plead with particularity one of the three Omnicare prongs. See Section III.B.1.\n 17 Plaintiffs do not identify any facts suggesting that at the time of certifications, Brown\n 18 or Kutua had reached a different conclusion, nor do Plaintiffs allege known contrary\n 19 or omitted facts at the time of the statements. See AmTrust, 2019 WL 4257110, at\n 20 *24-25. A \u201clater-discovered inaccuracy\u201d is \u201cnot enough\u201d to show Defendants knew\n 21 about it \u201cat the time\u201d they certified the financials. Wanca v. Super Micro Comp.\n 22 Inc., 2018 WL 3145649, at *6 (N.D. Cal. June 27, 2018). Indeed, the statements\n 23 contain \u201cimportant qualifying language\u201d that certified \u201cas of\u201d the end of the period\n 24 covered by the reports. Id.\n 25 C. Plaintiffs Fail To Allege Scheme Liability\n 26 To the extent Plaintiffs are trying to assert a claim for \u201cscheme liability\u201d under\n 27 Rule 10b-5(a) or (c) (see \u00b6\u00b6 248-56), they have not alleged any facts to support that\n 28 claim. Sneed v. AcelRx Pharms., Inc., 2022 WL 4544721, at *6 (N.D. Cal. Sept. 28,\n 29\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 30 of 31 Page\n ID #:685\n\n 1 2022) (complaint did \u201cnot allege with any particularity that Defendants engaged in\n 2 a scheme\u201d). Indeed, the AC uses the word \u201cscheme\u201d just six times, five of which\n 3 are in the Count section. \u00b6\u00b6 236, 249, 250. And where (as here) the scheme claim\n 4 depends on alleged misstatements, it fails for the \u201csame reasons\u201d as their Rule 10b-\n 5 5(b) claim. Lamontagne v. Tesla, Inc., 2024 WL 4353010, at *17 (N.D. Cal. Sept.\n 6 30, 2024) (dismissing scheme claims for the \u201csame reasons\u201d as the Rule 10b-5(b)\n 7 claims).\n 8 D. Plaintiffs\u2019 20(a) Claims Should Be Dismissed\n 9 Plaintiffs\u2019 Section 20(a) claim fails because Plaintiffs do not plead a primary\n 10 10(b) violation. See Zucco, 552 F.3d at 990.\n 11 IV. CONCLUSION\n 12 For all these reasons, Defendants respectfully request that the Court dismiss\n 13 Plaintiffs\u2019 Complaint.\n 14\n Respectfully submitted,\n 15\n 16 Dated: July 15, 2026 LATHAM & WATKINS LLP\n Michele D. Johnson\n 17 Heather A. Waller\n Ryan A. Walsh\n 18\n 19\n By: /s/ Michele D. Johnson\n 20 Michele D. Johnson\n 21 Attorneys for Defendants Beyond Meat,\n Inc., Ethan Brown, and Lubi Kutua\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 30\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f Case 2:26-cv-00742-FMO-PVC Document 50-1 Filed 07/15/26 Page 31 of 31 Page\n ID #:686\n\n 1 CERTIFICATE OF COMPLIANCE\n 2 The undersigned, counsel of record for Defendants Beyond Meat, Inc., Ethan\n 3 Brown, and Lubi Kutua, certifies that this brief contains 6,997 words, which\n 4 complies with the word limit of L.R. 11-6.1.\n 5\n 6 Dated: July 15, 2026 By: /s/ Michele D. Johnson\n Michele D. Johnson\n 7\n 8\n 9\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 31\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n MEMORANDUM OF LAW IN SUPPORT OF\n MOTION TO DISMISS AMENDED COMPLAINT\n\f","ocr_status":2,"date_upload":"2026-07-24T21:39:57.714778-07:00","document_number":"50","attachment_number":1,"pacer_doc_id":"031048330102","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Memorandum of Law in Support of Motion to Dismiss","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487547452/","id":487547452,"tags":[],"absolute_url":"/docket/72184476/50/2/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-07-24T21:37:15.456196-07:00","date_modified":"2026-07-24T21:39:52.508454-07:00","sha1":"","page_count":3,"file_size":144998,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"50","attachment_number":2,"pacer_doc_id":"031048330103","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Declaration of Ryan A. 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Motion set for hearing on 10/29/2026 at 10:00 AM before Judge Fernando M. Olguin. (Attachments: # 1 Memorandum of Law in Support of Motion to Dismiss, # 2 Declaration of Ryan A. Walsh, # 3 Exhibit 1, # 4 Exhibit 2, # 5 Exhibit 3, # 6 Exhibit 4, # 7 Proposed Order) (Johnson, Michele) (Entered: 07/15/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471018562/","id":471018562,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72184476/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/486411834/","id":486411834,"tags":[],"absolute_url":"/docket/72184476/51/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-07-15T20:04:32.685445-07:00","date_modified":"2026-08-12T07:55:09.281947-07:00","sha1":"75af869403622315a3bce5e8f2de2673c3d1de1c","page_count":9,"file_size":200826,"filepath_local":"recap/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.51.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.51.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 1 of 9 Page ID\n #:2583\n\n 1 LATHAM & WATKINS LLP\n Michele D. Johnson (Bar No. 198298)\n 2 michele.johnson@lw.com\n 3 Ryan A. Walsh (Bar No. 294506)\n ryan.walsh@lw.com\n 4 650 Town Center Drive, 20th Floor\n Costa Mesa, CA 92626-1925\n 5 Tel.: +1.714.540.1235; Fax: +1.714.755.8290\n 6 Heather A. Waller (admitted Pro Hac Vice)\n 7 heather.waller@lw.com\n 330 North Wabash Avenue, Suite 2800\n 8 Chicago, IL 60611\n Tel.: +1.312.876.7700; Fax: +1.312.993.9767\n 9\n Attorneys for Defendants Beyond Meat, Inc.,\n 10 Ethan Brown, and Lubi Kutua\n 11\n UNITED STATES DISTRICT COURT\n 12\n CENTRAL DISTRICT OF CALIFORNIA\n 13\n 14 IN RE BEYOND MEAT, INC. Case No. 2:26-cv-00742-FMO-PVC\n SECURITIES LITIGATION\n 15 Class Action\n 16\n UNOPPOSED REQUEST FOR\n 17 INCORPORATION BY REFERENCE\n AND JUDICIAL NOTICE OF\n 18 DOCUMENTS IN SUPPORT OF\n 19 DEFENDANTS\u2019 MOTION TO\n DISMISS AMENDED COMPLAINT\n 20\n THIS DOCUMENT RELATES TO: Hearing:\n 21 Date: October 29, 2026\n All Actions Time: 10:00 a.m.\n 22 Place: Courtroom 6D\n 23\n Hon. Fernando M. Olguin\n 24\n 25\n 26\n 27\n 28\n\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 2 of 9 Page ID\n #:2584\n\n 1 Pursuant to Federal Rule of Evidence 201 and the incorporation-by-reference\n 2 doctrine, Defendants Beyond Meat, Inc. (\u201cBeyond\u201d), Ethan Brown, and Lubi Kutua\n 3 (collectively, \u201cDefendants\u201d), respectfully request that the Court incorporate by\n 4 reference or take judicial notice of certain below-identified disclosures in Beyond\u2019s\n 5 quarterly and annual SEC filings issued during the Class Period and referenced\n 6 extensively throughout the Amended Complaint (\u201cAC\u201d). Plaintiffs do not object to\n 7 Defendants\u2019 request. See Declaration of R. Walsh \u00b6 7.\n 8 These four documents form the basis of Plaintiffs\u2019 claims, including because\n 9 they are the sources of the challenged statements. And, the fact that the specifically\n 10 identified information therein was disclosed to Beyond\u2019s investors cannot\n 11 reasonably be questioned; all four documents are publicly available SEC filings.\n 12 The documents are attached to the Declaration of Ryan A. Walsh (\u201cDeclaration\u201d) as\n 13 Exhibits 1-4 and filed concurrently with the Defendants\u2019 Motion to Dismiss the AC\n 14 (\u201cMotion to Dismiss\u201d). The specific disclosures on which Defendants rely and why\n 15 each is subject to the incorporation by reference doctrine or judicial notice are\n 16 detailed below.\n 17 Exhibit\n Description\n 18 No.\n 19 1 Beyond\u2019s Annual Report on Form 10-K for the fiscal year\n 20 ended on December 31, 2024 filed with the SEC on March\n 5, 2025, which is publicly available at\n 21 https://www.sec.gov/edgar (\u201cFY 2024 10-K\u201d)\n 22\n 2 Beyond\u2019s Form 10-Q for the quarterly period ended on\n 23 March 29, 2025, filed with the SEC on May 8, 2025, which\n is publicly available at https://www.sec.gov/edgar (\u201cQ1 2025\n 24\n 10-Q\u201d)\n 25\n 3 Beyond\u2019s Form 10-Q for the quarterly period ended on June\n 26 28, 2025, filed with the SEC on August 8, 2025, which is\n 27 publicly available at https://www.sec.gov/edgar (\u201cQ2 2025\n 10-Q\u201d)\n 28\n 2\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 3 of 9 Page ID\n #:2585\n\n 1\n 4 Beyond\u2019s Form 10-Q for the quarterly period ended on\n 2 September 27, 2025, filed with the SEC on November 12,\n 3 2025, which is publicly available at\n https://www.sec.gov/edgar (\u201cQ3 2025 10-Q\u201d)\n 4\n 5 I. LEGAL STANDARD\n 6 When resolving a motion to dismiss for failure to state a claim, a court should\n 7 \u201cconsider the complaint in its entirety, as well as other sources courts ordinarily\n 8 examine when ruling on Rule 12(b)(6) motions to dismiss, in particular, documents\n 9 incorporated into the complaint by reference and matters of which a court may take\n 10 judicial notice.\u201d Tellabs, Inc. v. Makor Issues & Rts., 551 U.S. 308, 322 (2007)\n 11 (citation omitted); In re NVIDIA Corp. Sec. Litig., 768 F.3d 1046, 1058 n.10 (9th\n 12 Cir. 2014). Consideration of matters subject to judicial notice does not convert a\n 13 motion to dismiss into a motion for summary judgment. United States v. 14.02 Acres\n 14 of Land More or Less in Fresno Cnty., 547 F.3d 943, 955 (9th Cir. 2008).\n 15 Incorporation by Reference. \u201cPursuant to the judicially created\n 16 incorporation-by-reference doctrine, courts may consider an external document to\n 17 be part of the complaint itself,\u201d thereby \u201cprevent[ing] plaintiffs from selecting only\n 18 portions of documents that support their claims, while omitting portions of those\n 19 very documents that weaken\u2014or doom\u2014their claims.\u201d Alghazwi v. Beauty Health\n 20 Co., 801 F. Supp. 3d 982, 999 (C.D. Cal. 2025) (quoting Khoja v. Orexigen\n 21 Therapeutics, Inc., 899 F.3d 988, 1002 (9th Cir. 2018)). The incorporation-by-\n 22 reference doctrine applies \u201cwhere the complaint \u2018necessarily relies\u2019 upon a\n 23 document or where the complaint alleges the contents of the document and the\n 24 document\u2019s authenticity and relevance is not disputed.\u201d In re Facebook, Inc. Sec.\n 25 Litig., 477 F. Supp. 3d 980, 1008 (N.D. Cal. Aug. 7, 2020); see also In re SunPower\n 26 Corp. Sec. Litig., 2018 WL 4904904, at *3 n.2 (N.D. Cal. Oct. 9, 2018) (stating that\n 27 a document can be incorporated by reference if the complaint \u201crefers extensively to\n 28 the document or the document forms the basis of the plaintiff\u2019s claim\u201d). \u201cOnce a\n 3\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 4 of 9 Page ID\n #:2586\n\n 1 document is deemed incorporated by reference, the entire document is assumed to\n 2 be true for purposes of a motion to dismiss, and both parties\u2014and the Court\u2014are\n 3 free to refer to any of its contents.\u201d Waswick v. Torrid Holdings, Inc., 2023 WL\n 4 9197563, at *2 (C.D. Cal. Dec. 1, 2023) (quoting NVIDIA, 768 F.3d at 1058 n.10).\n 5 Judicial Notice. Federal Rule of Evidence 201 also permits a court to take\n 6 judicial notice of \u201ca fact that is not subject to reasonable dispute because it: (1) is\n 7 generally known within the trial court\u2019s territorial jurisdiction; or (2) can be\n 8 accurately and readily determined from sources whose accuracy cannot reasonably\n 9 be questioned.\u201d Fed. R. Evid. 201(b). A court \u201cmay take judicial notice of matters\n 10 of public record\u201d and other information reflected in public sources. Alghazwi, 801\n 11 F. Supp. 3d at 1000; Metzler Inc. GMBH v. Corinthian Colls., Inc., 540 F.3d 1049,\n 12 1064 n.7 (9th Cir. 2008) (concluding that taking judicial notice of publicly available\n 13 documents such as \u201creported stock price history and other publicly available\n 14 financial documents,\u201d including \u201cSEC filings\u201d was proper).\n 15 Taking judicial notice of documents referenced in the complaint ensures that\n 16 a plaintiff bringing a meritless claim cannot overcome a motion to dismiss and gain\n 17 the right to engage in extensive discovery or extract an unwarranted settlement,\n 18 simply by selectively citing portions of the defendant\u2019s public statements out of\n 19 context. See, e.g., Kennard v. Lamb Weston Holdings, Inc., 2019 WL 1586022, at\n 20 *1 n.2 (N.D. Cal. Apr. 12, 2019) (stating that a plaintiff cannot survive motion to\n 21 dismiss by \u201comitting references to documents upon which their claims are based\u201d)\n 22 (quoting Parrino v. FHP, Inc., 146 F.3d 699, 706 (9th Cir. 1998)).\n 23 For these reasons, courts in the Ninth Circuit \u201croutinely take judicial notice\n 24 of\u201d publicly available documents in ruling on motions to dismiss complaints alleging\n 25 fraud under the federal securities laws. In re Hansen Nat. Corp. Sec. Litig., 527 F.\n 26 Supp. 2d 1142, 1149 n. 2 (C.D. Cal. 2007) (taking judicial notice of defendant\u2019s SEC\n 27 filings despite plaintiff\u2019s objection); In re Splunk Inc. Sec. Litig., 592 F. Supp. 3d\n 28 919, 930 (N.D. Cal. 2021) (taking judicial notice of SEC filings, investor and analyst\n 4\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 5 of 9 Page ID\n #:2587\n\n 1 calls, and historical stock price data in securities fraud case); Lamartina v. VMware,\n 2 Inc., 2021 WL 4133851, at *5 (N.D. Cal. Sept. 10, 2021) (taking judicial notice of\n 3 SEC filings and earnings call transcripts).\n 4 II. ARGUMENT\n 5 A. The Court Should Consider All Exhibits Incorporated By\n Reference\n 6\n 7 Exhibits 1-4 are Beyond\u2019s publicly available 2024 annual Form 10-K and\n 8 2025 quarterly Form 10-Q SEC filings from the putative Class Period. As detailed\n 9 in the chart below, Plaintiffs cite, quote, and rely on each document extensively.\n 10 Indeed, these SEC filings are the primary sources of the challenged statements, and\n 11 therefore the documents \u201cform the basis\u201d of Plaintiffs\u2019 complaint. Evanston Police\n 12 Pension Fund v. McKesson Corp., 411 F. Supp. 3d 580, 592-93 (N.D. Cal. 2019)\n 13 (citing Khoja, 899 F.3d at 1002-1005); see also In re Pivotal Sec. Litig., 2020 WL\n 14 4193384, at *4 (N.D. Cal. July 21, 2020) (holding that documents that \u201callegedly\n 15 contain materially false or misleading statements\u201d are subject to incorporation by\n 16 reference because they \u201cform the basis of Plaintiffs\u2019 complaint\u201d).\n 17 In securities cases, courts regularly find that such documents are incorporated\n 18 by reference. See, e.g., Khoja, 899 F.3d at 1006 (district court did not abuse\n 19 discretion to incorporate Form S-8 Registration Statement into complaint where the\n 20 filing was referenced twice in complaint and formed the basis of plaintiff\u2019s claims);\n 21 Alghazwi, 801 F. Supp. 3d at 999; SunPower, 2018 WL 4904904, at *3 n.2.\n 22 Accordingly, because Plaintiffs \u201crel[y] upon the[se] exhibits, quote[] them, [and]\n 23 refer[] to them in the . . . Complaint,\u201d the Court should treat them as incorporated by\n 24 reference. Petersen v. TriplePoint Venture Growth BDC Corp., 2024 WL 5384678,\n 25 at *2 (N.D. Cal. Aug. 7, 2024).\n 26 For the Court\u2019s reference, Defendants identify in the chart below the specific\n 27 facts within each Exhibit on which they rely in the accompanying Motion to Dismiss.\n 28\n 5\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 6 of 9 Page ID\n #:2588\n\n 1\n Exhibit Document Cited in AC Cited in Motion to Dismiss\n 2 No.\n 3 1 FY 2024 \u00b6 70-71, 91-92, 143-50 Section II.A. (Beyond\n 4 10-K (alleging material disclosed that the Global\n misstatements in Ex. 1, Operations Review carried\n 5\n Beyond\u2019s FY 2024 10-K, risk; warned that it had\n 6 regarding the value of recurring net losses and\n and internal controls negative operating cash flow;\n 7\n over, and risk disclosures warned that it was considering\n 8 on long-lived assets) subleasing unoccupied space,\n which could result in an\n 9\n impairment; disclosed risk of\n 10 inability to pay note\n obligations due in 2027, which\n 11\n could cause insolvency)\n 12\n Section II.B. (Beyond told\n 13 investors it may be required to\n 14 substantially discount\n inventory; Beyond\u2019s\n 15 independent auditor issued a\n 16 clean audit opinion and\n identified in its audit opinion\n 17 that Beyond\u2019s inventory\n 18 provision is a critical audit\n matter)\n 19\n Section III.A.1.c. (Beyond\n 20\n disclosed for fiscal years 2022\n 21 and 2023 that its gross profit\n 22 was negatively impacted by\n write-down of inventory)\n 23\n Section III.B.1.d. (Beyond\n 24 disclosed that deteriorating\n 25 conditions could lead to an\n impairment)\n 26\n 27 2 Q1 2025 \u00b6\u00b6 93-94, 158-170 Section II.A. (Beyond warned\n 10-Q (alleging material investors that it would\n 28 misstatements in Ex. 2, continue to operate at a loss\n 6\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 7 of 9 Page ID\n #:2589\n\n 1\n Exhibit Document Cited in AC Cited in Motion to Dismiss\n 2 No.\n 3 Beyond\u2019s 2025 Q1 10-Q, for the foreseeable future)\n regarding long-lived\n 4 Section II.C. (Beyond\n assets, inventory, debt\n 5 costs, cost of goods sold, announced financial results\n net loss, internal controls including a large inventory\n 6 provision)\n over financial reporting,\n 7 and risk disclosures)\n Section III.A.1.f. (Beyond\n 8 warned it might not be able to\n 9 repay the $1.1 billion in debt\n owed under the 2027 notes)\n 10\n Section III.B.1.d. (Beyond\n 11 disclosed that deteriorating\n 12 conditions could lead to an\n impairment)\n 13\n 14 3 Q2 2025 \u00b6\u00b6 95-96, 176-190 Section III.A.1.f. (Beyond\n 10-Q (alleging material warned it might not be able to\n 15 misstatements in Ex. 3, repay the $1.1 billion in debt\n 16 Beyond\u2019s 2025 Q2 10-Q, owed under the 2027 notes)\n long-lived assets,\n 17 inventory, debt costs, Section III.B.1.d. (Beyond\n internal controls over disclosed that deteriorating\n 18\n financial reporting, and conditions could lead to an\n 19 risk disclosures) impairment)\n 20\n 4 Q3 2025 \u00b6\u00b6 102-104, 193-202 Section III.B.1.d. (Beyond\n 21 10-Q (alleging material disclosed that deteriorating\n misstatements in Ex. 4, conditions could lead to an\n 22\n Beyond\u2019s 2025 Q2 10-Q, impairment)\n 23 regarding debt costs and\n inventory)\n 24\n 25\n 26 While the Court can consider Exhibits 1-4 in their entirety and assume their\n 27 truth in deciding the Motion to Dismiss, Torrid Holdings, 2023 WL 9197563, at *2,\n 28\n 7\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 8 of 9 Page ID\n #:2590\n\n 1 Defendants seek incorporation specifically for the limited portions of the above-\n 2 identified Exhibits.\n 3 B. The Court May Take Judicial Notice Of All Exhibits\n 4 Additionally, the above-referenced facts as to what Beyond disclosed to\n 5 investors in Exhibits 1-4 are subject to judicial notice because they \u201ccan be\n 6 accurately and readily determined from sources whose accuracy cannot reasonably\n 7 be questioned.\u201d Fed. R. Evid. 201(b). Defendants ask the Court to take judicial\n 8 notice of the specific facts within these publicly available documents \u201cfor the\n 9 purpose of determining what information was available to the market.\u201d Splunk, 592\n 10 F. Supp. 3d at 930; see also McGee v. Am. Oriental Bioengineering, Inc., 2014 WL\n 11 12586107, at *1 n.2 (C.D. Cal. Sept. 23, 2014) (taking judicial notice of defendants\u2019\n 12 public historical stock prices whose accuracy cannot reasonably be questioned).\n 13 It is well established that \u201cSEC forms such as a Form 8-K or Form 10-K are\n 14 matters of public record and may be subject to judicial notice.\u201d Alghazwi, 801 F.\n 15 Supp. 3d at 1001 (taking judicial notice \u201cof the existence of [] SEC filings and their\n 16 contents\u201d); Glenbrook Cap. Ltd. P\u2019ship v. Kuo, 525 F. Supp. 2d 1130, 1137 (N.D.\n 17 Cal. 2007) (taking judicial notice of Forms 8-K and 10-K because they \u201care publicly-\n 18 available documents filed with the SEC\u201d); Reed v. Amira Nature Foods Ltd., 2016\n 19 WL 6571281, at *3 n. 4 (C.D. Cal. July 18, 2016) (taking judicial notice of\n 20 defendants\u2019 prospectus, Form 20-F, and Form 6-K).\n 21 The Court may therefore take judicial notice of the above-identified\n 22 disclosures within Beyond\u2019s Form 10-Qs and Form 10-K attached to the Declaration.\n 23 III. CONCLUSION\n 24 For the foregoing reasons, Defendants respectfully request that the Court\n 25 consider Exhibits 1-4 as they are incorporated by reference in the Complaint,\n 26 judicially noticeable, or both.\n 27\n 28\n 8\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f Case 2:26-cv-00742-FMO-PVC Document 51 Filed 07/15/26 Page 9 of 9 Page ID\n #:2591\n\n 1 Respectfully submitted,\n 2 Dated: July 15, 2026 LATHAM & WATKINS LLP\n 3 Michele D. Johnson\n Heather A. Waller\n 4 Ryan A. Walsh\n 5\n By: /s/ Michele D. Johnson\n 6 Michele D. Johnson\n 7\n Attorneys for Defendants Beyond Meat,\n 8 Inc., Ethan Brown, and Lubi Kutua\n 9\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 9\n Case No.: 2:26-cv-00742-FMO-PVC\nATTORNEYS AT LAW\n DEFENDANTS\u2019 UNOPPOSED REQUEST FOR\n JUDICIAL NOTICE ISO MOTION TO DISMISS\n\f","ocr_status":2,"date_upload":"2026-07-24T21:47:11.434862-07:00","document_number":"51","attachment_number":null,"pacer_doc_id":"031048330121","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"For Judicial Notice","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487547896/","id":487547896,"tags":[],"absolute_url":"/docket/72184476/51/1/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-07-24T21:46:50.294190-07:00","date_modified":"2026-07-24T21:46:50.294215-07:00","sha1":"","page_count":2,"file_size":92876,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"51","attachment_number":1,"pacer_doc_id":"031048330122","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2026-07-15T20:04:32.657589-07:00","date_modified":"2026-08-04T19:07:39.112952-07:00","date_filed":"2026-07-15","time_filed":"19:54:17","entry_number":51,"recap_sequence_number":"2026-07-15.002","pacer_sequence_number":175,"description":"REQUEST FOR JUDICIAL NOTICE re NOTICE OF MOTION AND MOTION to Dismiss Case 50 filed by Defendants Beyond Meat, Inc., Ethan Brown, Lubi Kutua. (Attachments: # 1 Proposed Order)(Johnson, Michele) (Entered: 07/15/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/465946623/","id":465946623,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72184476/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/481164738/","id":481164738,"tags":[],"absolute_url":"/docket/72184476/49/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-06-01T18:04:35.315046-07:00","date_modified":"2026-07-28T07:57:00.773917-07:00","sha1":"d33a1fa9a202dbbca441f2992ee327a8d178aaf3","page_count":82,"file_size":635544,"filepath_local":"recap/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.49.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.49.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 1 of 82 Page ID\n #:572\n\n\n 1 POMERANTZ LLP\n 2 Jennifer Pafiti (SBN 282790)\n 1100 Glendon Avenue, 15th Floor\n 3 Los Angeles, California 90024\n 4 Telephone: (310) 405-7190\n jpafiti@pomlaw.com\n 5\n\n 6 Attorney for Plaintiffs\n\n 7 [Additional Counsel on Signature Page]\n 8\n UNITED STATES DISTRICT COURT\n 9 CENTRAL DISTRICT OF CALIFORNIA\n10\n\n11 MUSTAFA OMAR ALJENDAN, Case No. 2:26-cv-00742-FMO-PVC\n12 Individually and on Behalf of All Others\n Similarly Situated,\n13 CLASS ACTION\n14 Plaintiff,\n AMENDED COMPLAINT FOR\n15 v. VIOLATIONS OF THE FEDERAL\n16 SECURITIES LAWS\n BEYOND MEAT, INC., ETHAN\n17 BROWN, and LUBI KUTUA, DEMAND FOR JURY TRIAL\n18\n Defendants.\n19\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n\n 1\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 2 of 82 Page ID\n #:573\n\n\n 1 TABLE OF CONTENTS\n 2\n NATURE OF THE ACTION ....................................................................................1\n 3\n JURISDICTION AND VENUE ................................................................................7\n 4 PARTIES....................................................................................................................8\n 5 CONFIDENTIAL WITNESSES .............................................................................10\n 6 SUBSTANTIVE ALLEGATIONS .........................................................................11\n 7 A. Background .........................................................................................11\n B. Beyond Meat\u2019s Reporting Obligations as a Public Company ............13\n 8\n 1. Background of GAAP ...............................................................13\n 9\n 2. Accounting for Inventory ..........................................................15\n10\n 3. Accounting for Debt Issuance Costs .........................................16\n11 4. Accounting for Long-Lived Assets...........................................16\n12 C. Beyond Meat\u2019s Revenues Were In Substantial Decline .....................21\n13 D. Defendants Act To Address Beyond Meat\u2019s Decline .........................22\n14 E. Defendants Initiate the Exchange Transaction to Save The Company\n .............................................................................................................23\n15\n F. Defendants Assured Investors Throughout the Class Period that\n16 Beyond Meat\u2019s Financial Reporting Complied with GAAP ..............25\n17\n G. Throughout the Class Period, Beyond Meat\u2019s Financial Statements\n Were Not Compliant With GAAP ......................................................28\n18 H. Defendants Knew or Recklessly Disregarded the Inventory and Long-\n19 Lived Asset Impairments and Material Weaknesses Long Before\n Disclosing Them to Investors ..............................................................31\n20 Materially False and Misleading Statements Issued During the Class Period ........38\n21 A. Misstatements in Connection with Beyond Meat\u2019s Q4 and FY24\n Financial Disclosures ..........................................................................39\n22\n B. Misstatements in Connection with Beyond Meat\u2019s Q1 2025 Financial\n23 Disclosures ..........................................................................................43\n24 C. Misstatements in Connection with Beyond Meat\u2019s Q2 2025 Financial\n Disclosures ..........................................................................................50\n25\n D. Misstatements in Connection with Beyond Meat\u2019s Q3 2025 Financial\n26 Disclosures ..........................................................................................56\n27 THE TRUTH BEGINS TO EMERGE ....................................................................59\n28 SCIENTER ALLEGATIONS ..................................................................................66\n i\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 3 of 82 Page ID\n #:574\n\n\n 1 A. Individual Defendants\u2019 High-Level Positions Within Beyond Meat ..68\n 2 B. Inventory and Asset Valuations Were Essential to Beyond Meat ......69\n 3 C. Corporate Scienter ...............................................................................70\n PLAINTIFFS\u2019 CLASS ACTION ALLEGATIONS ...............................................70\n 4\n COUNT I..................................................................................................................73\n 5\n COUNT II ................................................................................................................76\n 6\n PRAYER FOR RELIEF ..........................................................................................77\n 7 DEMAND FOR TRIAL BY JURY .........................................................................78\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n27\n\n28\n ii\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 4 of 82 Page ID\n #:575\n\n\n 1 Court-appointed co-lead Plaintiffs Brandon Mitchell Waldaias, Aaron Saran,\n 2 and Brandon Barclay (together, \u201cPlaintiffs\u201d), individually and on behalf of all others\n 3 similarly situated, by and through their undersigned attorneys, for their amended\n 4 complaint against Defendants (defined below), allege the following upon\n 5 information and belief, except as to those allegations concerning Plaintiffs, which\n 6 are alleged upon personal knowledge. Plaintiffs\u2019 information and belief is based\n 7 upon, inter alia, the investigation conducted by Plaintiffs\u2019 counsel.\n 8 This investigation included, among other things, a review and analysis of:\n 9 (i) Beyond Meat, Inc.\u2019s (\u201cBeyond Meat\u201d or the \u201cCompany\u201d) public filings with the\n10 Securities and Exchange Commission (\u201cSEC\u201d); (ii) research reports prepared by\n11 securities and financial analysts concerning Beyond Meat; (iii) transcripts of\n12 Beyond Meat\u2019s investor conference calls; (iv) Beyond Meat investor presentations;\n13 (v) reports by the financial press concerning Beyond Meat; (vi) Beyond Meat\u2019s\n14 securities pricing data; (vii) interviews of former Beyond Meat employees;\n15 (viii) consultations with experts; and (ix) other material and data identified herein.\n16 Plaintiffs\u2019 Counsel\u2019s investigation into the factual allegations is continuing, and\n17 many of the relevant facts are known only by Defendants or are exclusively within\n18 their custody or control.\n19 NATURE OF THE ACTION\n20 1. This is a federal securities class action on behalf of a class consisting\n21 of all persons and entities other than Defendants that purchased or otherwise\n22 acquired Beyond Meat securities between February 27, 2025 and March 31, 2026,\n23 both dates inclusive (the \u201cClass Period\u201d), seeking to recover damages caused by\n24 Defendants\u2019 violations of the federal securities laws and to pursue remedies under\n25 Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the \u201cExchange\n26 Act\u201d) and Rule 10b-5 promulgated thereunder, against the Company and certain of\n27 its top officials.\n28\n 1\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 5 of 82 Page ID\n #:576\n\n\n 1 2. This action arises out of false or misleading statements by Defendants\n 2 Beyond Meat and its Chief Executive Officer (\u201cCEO\u201d) and Chief Financial Officer\n 3 (\u201cCFO\u201d). Throughout the Class Period, Defendants made multiple material\n 4 misrepresentations and omissions concerning the value of the Company\u2019s long-\n 5 lived assets, inventory, and expenses associated with a transaction in which over $1\n 6 billion of Beyond Meat\u2019s debt was exchanged for equity (the \u201cExchange\n 7 Transaction\u201d), as well as the adequacy of the Company\u2019s internal control over\n 8 financial reporting.\n 9 3. Specifically, Defendants misrepresented that the Company\u2019s (i) long-\n10 lived assets were worth between $300-328 million during the first and second fiscal\n11 quarters of 2025 (\u201cQ1 2025\u201d and \u201cQ2 2025,\u201d respectively) and that these long-lived\n12 assets were not impaired; (ii) $14.1 million in \u201cpre-paid expenses and other current\n13 assets\u201d on its balance sheet were assets, not costs the Company failed to expense;\n14 (iii) inventory was worth $100-110 million in Q1 2025 after recording all required\n15 provisions for excess and obsolete inventory, Q2 2025, and the third fiscal quarter\n16 of 2025 (\u201cQ3 2025\u201d); (iv) non-current prepaid lease costs were between $52-$69\n17 million during Q1 2025 and Q2 2025; and (v) disclosure controls and procedures\n18 and internal control over financial reporting were effective and not affected by any\n19 material weaknesses.\n20 4. These misstatements also concealed the extent of the material risks that\n21 Beyond Meat\u2019s financial statements were inaccurate, that there were material\n22 weaknesses in its internal control over financial reporting, and that the Company\n23 could not file its financial statements in a timely fashion. The misstatements also\n24 had the effect of misrepresenting the Company\u2019s losses from operations in Q1, Q2,\n25 and Q3 2025. They also had the effect of misstating Beyond Meat\u2019s gross margin\n26 in Q1 2025 by 501%, a metric that Defendants emphasized was one of the\n27 Company\u2019s key performance goals and one of the four \u201cmost important financial\n28\n 2\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 6 of 82 Page ID\n #:577\n\n\n 1 performance measures used to link \u2018compensation actually paid\u2019 to\u201d the Company\u2019s\n 2 executive officers. As the truth slowly emerged that the Company\u2019s financial\n 3 statements were riddled with errors, and the risks concealed by those errors\n 4 materialized, Beyond Meat\u2019s share price plummeted by 61%, devastating investors.\n 5 5. Beyond Meat operates in the food industry, developing,\n 6 manufacturing, marketing, and selling plant-based meat products under the\n 7 \u201cBeyond\u201d brand name in the U.S. and internationally. The Company owns and\n 8 leases multiple production, warehousing, research and development (\u201cR&D\u201d), and\n 9 other properties in the U.S. and abroad.\n10 6. Beyond Meat went public in 2019 as the darling of Wall Street with its\n11 share price skyrocketing from over $25 to over $200 in a matter of weeks. By the\n12 end of 2021: its net revenues had surged from $298 million to $465 million; it had\n13 entered into a 12-year $178 million lease of 282,000 square feet of space for its\n14 corporate headquarters and research center; and its coffers were flush with cash\n15 from an issuance of $1 billion in convertible senior notes due in 2027 (\u201c2027\n16 Notes\u201d). In fact, by the end of 2021, Beyond Meat boasted $733 million in cash on\n17 its balance sheet.\n18 7. Almost immediately after its dizzying rise, however, the Company\n19 began an inexorable decline and in 2025 found itself with only $275 million in\n20 revenues, $102 million in cash, and debt of $1.142 billion coming due in less than\n21 two years. In fact, midway through the Class Period, industry watchdogs revealed\n22 that the Company had been letting bills languish unpaid and speculated that, in large\n23 part because of the 2027 Notes, Beyond Meat was on the verge of bankruptcy.\n24 8. Defendants knew that they had to find a way to get the 2027 Notes off\n25 their balance sheet, and throughout the Class Period emphasized the accuracy of the\n26 Company\u2019s financial statements, especially in terms of the value of its inventory.\n27 Accordingly, Defendants disclosed $300-328 million in long-lived assets in Q1 and\n28\n 3\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 7 of 82 Page ID\n #:578\n\n\n 1 Q2 2025 and inventory of $100-110 million in Q1, Q2, and Q3 2025, amounts they\n 2 assured investors were accurate. Indeed, at no time did Defendants disclose that\n 3 they anticipated needing to record significant asset impairment charges attributable\n 4 to certain of Beyond Meat\u2019s long-lived assets, including its property, plant, and\n 5 equipment (\u201cPP&E\u201d) (e.g., its corporate headquarters and research facility),\n 6 operating lease right-of-use (\u201cROU\u201d) assets, or prepaid lease costs.\n 7 9. On the basis on these and other statements, on September 29, 2025,\n 8 (just after the end of the Company\u2019s third fiscal quarter on September 27, 2025)\n 9 Defendants announced that they had commenced the Exchange Transaction. As part\n10 of the announcement of the Exchange Transaction, Defendants also disclosed that\n11 47% of holders of the 2027 Notes (\u201c2027 Noteholders\u201d) had already agreed to\n12 participate.\n13 10. Under the terms of the Exchange Transaction, 2027 Noteholders could\n14 tender their 2027 Notes as part of an \u201cearly settlement\u201d by October 10, 2025, with\n15 an ultimate deadline to tender 2027 Notes of October 28, 2025. Rights to withdraw\n16 tendered 2027 Notes and revoke consent terminated on October 10, 2025, however,\n17 and the Exchange Transaction was scheduled to settle on October 30, 2025.\n18 11. Virtually all 2027 Noteholders tendered their 2027 Notes prior to\n19 October 10, 2025. In a proxy dated October 17, 2025, Defendants disclosed that\n20 $1,114,603,000 in aggregate principal amount of the 2027 Notes was tendered as\n21 part of the early settlement process, \u201crepresenting 96.92%\u201d of Noteholders.\n22 Although the massive dilution of existing shareholders caused the Company\u2019s share\n23 price to fall 81.75% from $2.85 on September 26, 2025, the last trading day before\n24 the Exchange Transaction was announced, to only $0.52 cents on October 16, 2025,\n25 investors, sensing a bargain\u2014and trusting Defendants\u2019 representations about the\n26 Company\u2019s accounting and balance sheet\u2014rushed in to invest. The stock soared\n27 back to $3.62, and Beyond Meat was saved. Or so it appeared.\n28\n 4\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 8 of 82 Page ID\n #:579\n\n\n 1 12. On October 24, 2025, only a week after the October 17 proxy statement\n 2 revealed that the Exchange Transaction was a fait accompli, and after 2027\n 3 Noteholders had lost their ability to revoke their tenders, Beyond Meat filed a\n 4 current report on Form 8-K with the SEC, reporting the Company\u2019s preliminary\n 5 financial results for Q3 2025. The release revealed to astonished investors that the\n 6 Company \u201cexpects to record a non-cash impairment charge for the three months\n 7 ended September 27, 2025, related to certain of its long-lived assets,\u201d which it\n 8 \u201cexpected to be material.\u201d On this news, Beyond Meat\u2019s stock price fell $0.66 per\n 9 share, or 23.06%, to close at $2.19 per share on October 24, 2025.\n10 13. Then, on November 3, 2025, during pre-market hours, Beyond Meat\n11 issued a press release announcing that it would delay reporting its financial results\n12 for Q3 2025, citing the need for additional time to complete its impairment review.\n13 On this news, Beyond Meat\u2019s stock price fell $0.27 per share, or 16.01%, to close\n14 at $1.39 per share on November 3, 2025.\n15 14. Previously concealed risks continued to emerge on November 7, 2025,\n16 when, after markets closed, Defendants filed a Notification of Late Filing on Form\n17 12b-25, which disclosed that, when Beyond Meat eventually was able to file its Q3\n18 2025 10-Q, it would disclose a material weakness in its internal control over\n19 financial reporting. On this news, the Company\u2019s stock price fell $0.05 per share,\n20 or 3.6%, to close at $1.34 per share on November 10, 2025.\n21 15. Less than a week later, on November 10, 2025, during post-market\n22 hours, Beyond Meat issued a press release announcing its financial results for Q3\n23 2025. Among other results, Beyond Meat reported that its loss from operations for\n24 the quarter was $112.3 million, which included \u201c$77.4 million in non-cash\n25 impairment charges related to certain of the Company\u2019s long-lived assets,\u201d1\n26\n27\n 1\n All emphases herein are added unless otherwise indicated.\n28\n 5\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 9 of 82 Page ID\n #:580\n\n\n 1 including its corporate headquarters and research facility. On this news, Beyond\n 2 Meat\u2019s stock price fell $0.12 per share, or 8.96%, to close at $1.22 per share on\n 3 November 11, 2025.\n 4 16. Then, on November 11, 2025, during post-market hours, Beyond Meat\n 5 hosted a conference call with investors and analysts to discuss its financial results\n 6 for Q3 2025. During the call, the Company\u2019s CFO and Treasurer Defendant Lubi\n 7 Kutua (\u201cKutua\u201d and, collectively with Defendant Ethan Brown (\u201cBrown\u201d), the\n 8 \u201cIndividual Defendants\u201d) disclosed, in relevant part, that \u201c[t]he total impairment\n 9 amount of $77.4 million was . . . allocated to PP&E, operating lease ROU assets\n10 and prepaid lease costs on our balance sheet.\u201d On this news, Beyond Meat\u2019s stock\n11 price fell an additional $0.11 per share, or 8.61%, to close at $1.12 per share on\n12 November 12, 2025.\n13 17. Although this seemed like the end of the bad news, investors, who had\n14 been roiled by the onslaught of disclosures concerning the Company\u2019s accounting\n15 improprieties, were stunned when, on March 26, 2026, Defendants belatedly\n16 disclosed that the filing of its Annual Report on Form 10-K for the 2025 Fiscal Year\n17 would be delayed because the Company would disclose a second material\n18 weakness in its internal control over financial reporting, this time concerning\n19 inventory valuations. Following Defendants\u2019 disclosure of the second material\n20 weakness, Beyond Meat\u2019s stock price fell an additional $0.06 per share, or 7.37%,\n21 to close at $0.75 per share on March 17, 2026\n22 18. The last of these many shoes dropped on March 31, 2026, when the\n23 truth fully emerged and the concealed risks fully materialized, when, after the close\n24 of trading, Defendants disclosed that Beyond Meat\u2019s quarterly financial statements\n25 for the first three fiscal quarters of 2025 contained misstatements, including that (i)\n26 the value of the Company\u2019s inventory was overstated in each of the first three\n27 quarters of 2025, by a total of $8.5 million, because Defendants had failed to write\n28\n 6\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 10 of 82 Page ID\n #:581\n\n\n 1 off excess and obsolete inventory; (ii) Defendants had misclassified $14.1 million\n 2 in costs related to the Exchange Transaction as assets not expenses; and (iii) the\n 3 $77.4 impairment of long-lived assets disclosed in November 2025 was overstated\n 4 by $26.1 million, i.e., that the impairment of long-lived assets was \u201conly\u201d $51.3\n 5 million. Following Defendants\u2019 disclosure of their false statements in each of the\n 6 first three quarters of 2025, Beyond Meat\u2019s stock price fell an additional $0.08 per\n 7 share, or 11.57%, to close at $0.62 per share on April 1, 2026\n 8 19. Although Defendants assured investors that the six-month string of\n 9 disclosures of inaccurate financial reporting and material weaknesses in internal\n10 control over financial reporting were uncovered in the ordinary course of business,\n11 multiple confidential witnesses have disclosed that Defendants knew or recklessly\n12 disregarded the truth\u2014that the Company\u2019s long-lived assets had been impaired at\n13 least since the start of the Class Period, that millions of dollars of inventory had\n14 been sitting rotting in the Company\u2019s warehouses without being written off, and\n15 that the material weaknesses were either known or so apparent that Defendants\n16 willfully blinded themselves to them.\n17 20. In other words, Defendants\u2019 drip of collective disclosures had revealed\n18 that, in desperately trying to solve the riddle of the 2027 Notes, Defendants had\n19 effectively \u201ccooked the books\u201d to make the Company seem in better financial\n20 condition than it actually was.\n21 21. As a result of Defendants\u2019 wrongful acts and omissions, and the\n22 precipitous decline in the market value of the Company\u2019s securities, Plaintiffs and\n23 other Class members have suffered significant losses and damages.\n24 JURISDICTION AND VENUE\n25 22. The claims asserted herein arise under and pursuant to Sections 10(b)\n26 and 20(a) of the Exchange Act (15 U.S.C. \u00a7\u00a7 78j(b) and 78t(a)) and Rule 10b-5\n27 promulgated thereunder by the SEC (17 C.F.R. \u00a7 240.10b-5).\n28\n 7\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 11 of 82 Page ID\n #:582\n\n\n 1 23. This Court has jurisdiction over the subject matter of this action\n 2 pursuant to 28 U.S.C. \u00a7 1331 and Section 27 of the Exchange Act.\n 3 24. Venue is proper in this District pursuant to Section 27 of the Exchange\n 4 Act (15 U.S.C. \u00a7 78aa) and 28 U.S.C. \u00a7 1391(b). Beyond Meat is headquartered in\n 5 this District, Defendants conduct business in this District, and a significant portion\n 6 of Defendants\u2019 activities took place within this District.\n 7 25. In connection with the acts alleged in this complaint, Defendants,\n 8 directly or indirectly, used the means and instrumentalities of interstate commerce,\n 9 including, but not limited to, the mails, interstate telephone communications, and\n10 the facilities of the national securities markets.\n11 PARTIES\n12 26. Co-lead Plaintiff Brandon Mitchell Waldaias purchased Beyond Meat\n13 securities at artificially inflated prices during the Class Period and suffered damages\n14 as a result of the federal securities law violations and false and/or misleading\n15 statements and/or material omissions alleged herein. His PSLRA certification has\n16 been previously filed with the Court and is incorporated by reference herein. See\n17 ECF No. 28-3.\n18 27. Co-lead Plaintiff Aaron Saran purchased Beyond Meat securities at\n19 artificially inflated prices during the Class Period and suffered damages as a result\n20 of the federal securities law violations and false and/or misleading statements and/or\n21 material omissions alleged herein. His PSLRA certification has been previously\n22 filed with the Court and is incorporated by reference herein. See ECF No. 28-4.\n23 28. Co-lead Plaintiff Brandon Barclay purchased Beyond Meat securities\n24 at artificially inflated prices during the Class Period and suffered damages as a result\n25 of the federal securities law violations and false and/or misleading statements and/or\n26 material omissions alleged herein. His PSLRA certification has been previously\n27\n\n28\n 8\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 12 of 82 Page ID\n #:583\n\n\n 1 filed with the Court and is incorporated by reference herein. See ECF Nos. 10-4,\n 2 10-5.\n 3 29. Defendant Beyond Meat is a Delaware corporation with principal\n 4 executive offices located at 888 North Douglas Street, Suite 100, El Segundo,\n 5 California 90245. Beyond Meat\u2019s common stock trades in an efficient market on\n 6 the Nasdaq Global Select Market (\u201cNASDAQ\u201d) under the ticker symbol \u201cBYND\u201d.\n 7 30. Defendant Brown has served as Beyond Meat\u2019s President and CEO at\n 8 all relevant times. Defendant Brown is also the Company\u2019s founder.\n 9 31. Defendant Kutua has served as Beyond Meat\u2019s CFO and Treasurer at\n10 all relevant times.\n11 32. The Individual Defendants possessed the power and authority to\n12 control the contents of Beyond Meat\u2019s SEC filings, press releases, and other market\n13 communications. The Individual Defendants were provided with copies of Beyond\n14 Meat\u2019s SEC filings and press releases alleged herein to be misleading prior to or\n15 shortly after their issuance and had the ability and opportunity to prevent their\n16 issuance or to cause them to be corrected. Because of their positions with Beyond\n17 Meat, and their access to material information available to them but not to the\n18 public, the Individual Defendants knew that the adverse facts specified herein had\n19 not been disclosed to and were being concealed from the public, and that the\n20 positive representations being made were then materially false and misleading. The\n21 Individual Defendants are liable for the false statements and omissions pleaded\n22 herein.\n23 33. Defendant Beyond Meat and the Individual Defendants are\n24 collectively referred to herein as \u201cDefendants.\u201d\n25\n\n26\n27\n\n28\n 9\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 13 of 82 Page ID\n #:584\n\n\n 1 CONFIDENTIAL WITNESSES\n 2 34. Confidential Witness (\u201cCW\u201d) 12 was an innovation engineer at the\n 3 Company from prior to the Class Period through midway through the Class Period.\n 4 He reported to a vice president who reported to Chief Innovation Officer Dariush\n 5 Ajami (\u201cAjami\u201d), who reported to Defendant Brown. CW1 worked at the Campus\n 6 Headquarters \u201cunderstanding and documenting the production specs\u201d that he\n 7 received from \u201cproduct developers, translating their benchtop spec to production to\n 8 scale it up,\u201d doing \u201cpilot testing and pilot production,\u201d and helping to transfer the\n 9 technology to the Company\u2019s manufacturing facility in Devault, Pennsylvania.\n10 35. CW2 was a project engineer at Beyond Meat from July 2023 to March\n11 2025. CW2 reported to Head of Engineering Bernard Susai, who reported to Chief\n12 Operations Officer Jonathan Nelson, who reported to Defendant Brown.\n13 36. CW3 was the Senior Sales Director, Non-Commercial, for Beyond\n14 Meat from August 2023 to July 2024. He oversaw all of Beyond Meat\u2019s non-\n15 commercial food-service business, which included the Compass Group, Aramark,\n16 college campuses, stadiums, venues, school districts, concessionaries, non-\n17 traditional restaurants like those in an airport or in a business, and hospitals. He\n18 reported to then-VP, Head of Food Service Dawn Lockwood, who reported to then-\n19 Chief Operating Officer (\u201cCOO\u201d) Chad Peffer, who reported to Defendant Brown.\n20 37. CW4 was the Global Quality Director for Strategic Partnerships at\n21 Beyond Meat from January 2019 to August 2025. CW4 initially reported to then-\n22 Senior VP of Global Quality and Regulatory Compliance Kelli Wilson, before\n23 reporting to then-VP of Quality and Regulatory Compliance Dean Antie. CW4 took\n24 over for Antie when Antie departed and until Rachel Teoh was hired as the Vice\n25 President and Head of Global Food Safety, Quality and Regulatory Compliance in\n26\n27\n 2\n All CWs are referred to in the masculine to preserve their anonymity.\n28\n 10\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 14 of 82 Page ID\n #:585\n\n\n 1 November 2023. Wilson, Antie, and Teoh reported to Defendant Brown and later\n 2 to COO, then-SVP of Global Operations Jon Nelson.\n 3 38. CW5 stated that he worked with the strategic partners of Beyond Meat,\n 4 which were considered large Quick Service Restaurant (\u201cQSR\u201d) brands. CW5\u2019s\n 5 responsibilities included working with QSR corporate teams and corporate chefs\n 6 \u201cto make sure the product would meet specifications that were set out from the onset\n 7 of the project all the way through development of the product, through\n 8 manufacturing and delivery, and that role stayed with the customer throughout all\n 9 that, through the life cycle.\u201d CW5 further stated that \u201cif there were problems with\n10 anything\u2014shipping-wise or any kind of problem\u2014I\u2019d handle the problems with the\n11 co-manufacturer and customer, and Beyond Meat. So I was well-versed in all of the\n12 inventory stuff as well, and the overproduction of stuff.\u201d\n13 39. CW6 stated that he was a manager in distribution at Beyond Meat for\n14 two years to just before the start of the Class Period. CW6 worked with various\n15 regional distributors to support the sales team, ensure that forecasts were in place,\n16 and ensure that product was available to meet demand. CW6 reported to Lockwood\n17 who reported to Defendant Brown.\n18 SUBSTANTIVE ALLEGATIONS\n19 A. Background\n20 40. Beyond Meat was founded by Defendant Brown in 2009 and operates\n21 in the food industry, developing, manufacturing, marketing, and selling plant-based\n22 meat products under the \u201cBeyond\u201d brand name in the U.S. and internationally. The\n23 Company owns and leases multiple production, warehousing, R&D, and other\n24 properties in the U.S. and abroad, but its corporate headquarters, lab, and innovation\n25 space is in El Segundo, California (\u201cCampus Headquarters\u201d).\n26 41. Beyond Meat\u2019s fiscal year begins on January 1 and ends on December\n27 31. Each quarter of the Company\u2019s fiscal year is comprised of one 5-week period\n28\n 11\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 15 of 82 Page ID\n #:586\n\n\n 1 and two 4-week periods, with each week ending on a Saturday. Accordingly,\n 2 Beyond Meat\u2019s first fiscal quarter (\u201cQ1\u201d) and fourth fiscal quarter (\u201cQ4\u201d) may have\n 3 more or fewer days included than the traditional 91-day second fiscal quarter (\u201cQ2\u201d)\n 4 and third fiscal quarter (\u201cQ3\u201d).\n 5 42. Beyond Meat offers three plant-based \u201cproduct platforms\u201d that align\n 6 with the largest commercial meat categories: beef, pork and poultry. The Company\n 7 creates its products using proprietary scientific processes that replicate the\n 8 architecture of animal-based meat using plant-derived amino acids, lipids,\n 9 carbohydrates, trace minerals, and water.\n10 43. Beyond Meat\u2019s flagship product is its \u201cBeyond Burger,\u201d which is\n11 \u201cdesigned to look, cook and taste like a traditional beef burger.\u201d The Company also\n12 sells Beyond Sausage, Beyond Beef, Beyond Meatballs, Beyond Breakfast Sausage\n13 Patties, Beyond Breakfast Sausage Links, Beyond Beef Crumbles, Beyond Italian\n14 Sausage Crumbles, Beyond Chicken Tenders, Beyond Steak, Beyond Popcorn\n15 Chicken, and Beyond Chicken Nuggets.\n16 44. As of December 2025, these products were available in grocery, mass\n17 merchandiser, club and \u201cnatural\u201d retailer stores, as well as in restaurants,\n18 foodservice outlets and schools. In the fourth quarter of 2025, Beyond Meat\u2019s\n19 products also became available through its Beyond Test Kitchen DTC channel,\n20 which it launched in the fourth quarter of 2025.\n21 45. Beyond Meat emphasizes the importance of its technology and food\n22 development processes, touting that \u201c[r]esearch, development and innovation are\n23 core elements of our business strategy, and we believe they represent a critical\n24 competitive advantage for us,\u201d and \u201cour team of scientists and engineers focuses on\n25 making continuous improvements to our existing product formulations and\n26 developing new products across our plant-based beef, pork and poultry platforms.\u201d\n27\n\n28\n 12\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 16 of 82 Page ID\n #:587\n\n\n 1 46. Beyond Meat emphasizes the role of its Campus Headquarters in\n 2 providing the Company with a competitive advantage, touting its \u201cstate-of-the-art\n 3 Innovation Center within our Campus Headquarters [that] brings together leading\n 4 scientists from chemistry, biology, material science, food science and biophysics\n 5 disciplines who work together with process engineers and culinary specialists to\n 6 pursue our vision of perfectly building plant-based meat.\u201d\n 7 B. Beyond Meat\u2019s Reporting Obligations as a Public Company\n 8 47. As set forth above and in more detail below, Beyond Meat\u2019s equity and\n 9 debt securities trade on U.S. public markets, and thus the Company is required to\n10 file regular financial reports with the SEC. The SEC requires that these reports\n11 conform to the standards set by the Financial Account Standards Board (\u201cFASB\u201d).\n12 FASB\u2019s standards are known collectively as Generally Accepted Accounting\n13 Principles (\u201cGAAP\u201d).\n14 1. Background of GAAP\n15 48. GAAP constitutes the standards recognized by the accounting\n16 profession as the conventions, rules, and procedures necessary to define accepted\n17 accounting practices at a particular time, and are the common set of accounting\n18 principles, standards, and procedures that companies in the United States use to\n19 prepare their financial statements.\n20 49. The SEC Rules and interpretive releases and the FASB Accounting\n21 Standards Codification (\u201cASC\u201d) represent sources of authoritative GAAP for SEC\n22 registrants. ASC 105-10-05-1.\n23 50. Regulation S-X (17 C.F.R. \u00a7 210.4-01(a)(1)) states that financial\n24 statements filed with the SEC which are not prepared in compliance with GAAP\n25 are presumed to be misleading and inaccurate despite footnote or other disclosures,\n26 unless the Commission has otherwise provided.\n27\n\n28\n 13\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 17 of 82 Page ID\n #:588\n\n\n 1 51. SEC rules and regulations require that publicly traded companies such\n 2 as Beyond Meat to include financial statements that comply with GAAP in their\n 3 annual and quarterly reports filed with the SEC (see Sections 12 and 13 of the\n 4 Exchange Act; Rule 10-01(d) of SEC Regulation S-X). Regulation S-X requires\n 5 interim financial statements to also comply with GAAP (17 C.F.R. \u00a7210.10-01(a)).\n 6 52. FASB\u2019s Statements of Financial Accounting Concepts provide the\n 7 framework for financial accounting. As stated in FASB\u2019s Statement of Financial\n 8 Accounting Concepts No. 8 (\u201cCON 8\u201d), Chapter 1, \u201c[t]he objective of general\n 9 purpose financial reporting is to provide financial information about the reporting\n10 entity that is useful to existing and potential investors, lenders, and other creditors\n11 in making decisions about providing resources to the entity.\u201d CON 8, Ch. 1 \u00b6 OB2.\n12 53. CON 8 provides that financial reports play an important role when\n13 individuals and firms make financial decisions:\n14 General purpose financial reports provide information\n15 about the financial position of a reporting entity, which is\n information about the entity\u2019s economic resources and the\n16 claims against the reporting entity. Financial reports also\n17 provide information about the effects of transactions and\n other events that change a reporting entity\u2019s economic\n18 resources and claims. Both types of information provide\n19 useful input for decisions about providing resources to an\n entity. CON 8, Ch. 1 \u00b6 OB12.\n20\n 54. In order for the financial information to be useful, \u201cit must be relevant\n21\n and faithfully represent what it purports to represent.\u201d CON 8, Ch. 3 \u00b6 QC4.\n22\n \u201cRelevant financial information is capable of making a difference in the decisions\n23\n made by users \u2026 if it has predictive value, confirmatory value, or both.\u201d CON 8,\n24\n Ch. 3 \u00b6\u00b6 QC6\u2013QC7. Faithful representation refers to a depiction of an economic\n25\n phenomena that is \u201ccomplete, neutral, and free from error.\u201d [Emphasis in the\n26\n original.] CON 8, Ch. 3 \u00b6 QC12. To be free from error does not mean perfectly\n27\n accurate in all respects; instead, it means that \u201cthere are no errors or omissions in\n28\n 14\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 18 of 82 Page ID\n #:589\n\n\n 1 the description of the phenomenon, and the process used to produce the reported\n 2 information was selected and applied with no errors in the process.\u201d CON 8, Ch. 3\n 3 \u00b6 QC15.\n 4 2. Accounting for Inventory\n 5 55. As alleged in further detail below, Beyond Meat reported the value of\n 6 its inventory on earnings calls, in earnings press releases, and in its quarterly and\n 7 annual filings with the SEC on forms 10-Q and 10-K, respectively.\n 8 56. GAAP requires Beyond Meat to measure its inventory at the lower of\n 9 cost and net realizable value.3 When evidence exists that the net realizable value of\n10 inventory is lower than its cost, the difference shall be recognized as a loss in\n11 earnings in the period in which it occurs. A write-down is appropriate when\n12 inventory is excess, obsolete, slow-moving to the point of impaired recoverability,\n13 damaged, or otherwise not expected to be sold at an amount that would recover\n14 recorded cost. ASC 330-10-35-1B.\n15 57. Beyond Meat\u2019s annual report on Form 10-K with the SEC that reported\n16 the Company\u2019s financial and operating results for its Q4 and FY 2024 (the \u201c2024\n17 10-K\u201d) disclosed the inventory accounting policy that purportedly complied with\n18 GAAP:\n19 Inventories are recorded at lower of cost or net realizable\n20 value. The Company accounts for inventory using the\n weighted average cost method. In addition to product cost,\n21 inventory costs include expenditures such as direct labor\n22 and certain supply and overhead expenses including in-\n bound shipping and handling costs incurred in bringing the\n23 inventory to its existing condition and location.\n24 Inventories are comprised primarily of raw materials,\n direct labor and overhead costs. Weighted average cost\n25\n\n26 3\n Net realizable value is the \u201c[e]stimated selling prices in the ordinary course of\n27 business, less reasonably predictable costs of completion, disposal, and\n transportation.\u201d ASC 330-10-20\n28\n 15\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 19 of 82 Page ID\n #:590\n\n\n 1 method is used to absorb raw materials, direct labor, and\n 2 overhead into inventory. The Company reviews inventory\n quantities on hand and records a provision for excess and\n 3 obsolete inventory based primarily on historical and\n 4 forecasted demand, estimated shelf life of various raw\n materials and packaging, work in process and finished\n 5 goods inventory, as well as the age of the inventory,\n 6 among other factors.\n\n 7 3. Accounting for Debt Issuance Costs\n 8 58. As alleged in further detail below, Beyond Meat also reported the value\n 9 of certain debt issuance costs in connection with the Exchange Transaction in\n10 earnings press releases and in its quarterly and annual filings with the SEC on forms\n11 10-Q and 10-K, respectively.\n12 59. \u201cA restructuring of a debt constitutes a troubled debt restructuring if\n13 the creditor for economic or legal reasons related to the debtor's financial difficulties\n14 grants a concession to the debtor that it would not otherwise consider.\u201d ASC 470-\n15 60-20. Under normal debt accounting, issuance costs are capitalized as a debt\n16 discount and amortized. ASC 835-30-45-1A and ASC 835-30-45-3. However,\n17 under troubled debt restructuring accounting, all costs must be either deducted in\n18 measuring gain on restructuring or expensed immediately as incurred. ASC 470-\n19 60-35-12.\n20 4. Accounting for Long-Lived Assets\n21 60. As alleged in more detail below, throughout the Class Period Beyond\n22 Meat reported the value of its long-lived assets in earnings press releases and in its\n23 quarterly and annual filings with the SEC on forms 10-Q and 10-K, respectively.\n24\n\n25\n\n26\n27\n\n28\n 16\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 20 of 82 Page ID\n #:591\n\n\n 1 61. ASC 360, Property, Plant, and Equipment, is the authoritative\n 2 accounting standard which governs the accounting for long-lived assets,4 including\n 3 evaluation of these assets for impairment. Impairment is the condition that exists\n 4 when the carrying amount of a long-lived asset (asset group)5 exceeds its fair value.\n 5 ASC 360-10-20.\n 6 62. Long-lived assets (asset group) are subject to two accounting models\n 7 for assessing their carrying amounts: (1) assets to be held and used and (2) assets to\n 8 be disposed of by sale (i.e., held for sale). ROU assets should follow the same\n 9 impairment guidance as other long-lived assets. ASC 842-20-35-9.\n10 63. Long-lived assets (asset group) classified as held and used, should be\n11 tested for impairment whenever events or changes in circumstances indicate that\n12 the carrying amount of the asset group may not be recoverable.6 ASC 360-10-35-\n13 21. GAAP provides the following (non-exclusive) examples of such events or\n14 changes in circumstances:\n15 \u2022 A significant decrease in the market price of a long-lived asset (asset group).\n16\n \u2022 A significant adverse change in the extent or manner in which a long-lived\n17 asset (asset group) is being used or in its physical condition.\n18\n\n19\n 4\n20 Long-lived assets may include property, plant, and equipment (e.g., land and\n improvements, buildings, furniture and fixtures), finite-lived intangible assets, right-\n21 of-use assets, and other assets part of an asset or disposal group.\n22 5\n An asset group is the unit of account for a long-lived asset or assets to be held and\n23 used, which represents the lowest level for which identifiable cash flows are largely\n independent of the cash flows of other asset/liability groups. ASC 360-10-20.\n24\n 6\n25 The carrying amount of a long-lived asset (asset group) is not recoverable if it\n exceeds the sum of the undiscounted cash flows expected to result from the use and\n26 eventual disposition of the asset (asset group). That assessment shall be based on the\n27 carrying amount of the asset (asset group) at the date it is tested for recoverability,\n whether in use or under development. ASC 360-10-35-17.\n28\n 17\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 21 of 82 Page ID\n #:592\n\n\n 1 \u2022 A significant adverse change in legal factors or in the business climate that\n 2 could affect the value of a long-lived asset (asset group), including an adverse\n action or assessment by a regulator.\n 3\n \u2022 An accumulation of costs significantly in excess of the amount originally\n 4\n expected for the acquisition or construction of a long-lived asset (asset\n 5 group).\n 6 \u2022 A current-period operating or cash flow loss combined with a history of\n 7 operating or cash flow losses or a projection or forecast that demonstrates\n continuing losses associated with the use of a long-lived asset (asset group).\n 8\n\n 9 \u2022 A current expectation that, more likely than not, a long-lived asset (asset\n group) will be sold or otherwise disposed of significantly before the end of\n10 its previously estimated useful life. The term more likely than not refers to a\n11 level of likelihood that is more than 50 percent. ASC 360-10-35-21.\n\n12 64. The first step in the impairment test is to determine whether the long-\n13 lived assets are recoverable, which is determined by comparing the net carrying\n14 value of the asset group to the entity-specific, undiscounted net cash flows to be\n15 generated from the use and eventual disposition of that asset group. ASC 360-10-\n16 35-17. This is commonly referred to as the recoverability test.\n17 65. If the assets are not recoverable (i.e., the net carrying value of the asset\n18 group exceeds the undiscounted net cash flows), an impairment loss should be\n19 recognized based on the amount by which the carrying value of the asset group\n20 exceeds its fair value. ASC 360-10-35-17. Fair value is the price that would be\n21 received to sell an asset or paid to transfer a liability in an orderly transaction\n22 between market participants at the measurement date. ASC 820-10-20 and ASC\n23 820-10-35-3.\n24 66. Long-lived assets (asset group) should continue to be classified as held\n25 and used until they have met the following held for sale requirements:\n26 \u2022 Management, having the authority to approve the action, commits to a plan\n to sell the asset (disposal group)\u2026.\n27\n\n28\n 18\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 22 of 82 Page ID\n #:593\n\n\n 1 \u2022 The asset (disposal group) is available for immediate sale in its present\n 2 condition subject only to terms that are usual and customary for sales of such\n assets (disposal groups).\n 3\n \u2022 An active program to locate a buyer and other actions required to complete\n 4\n the plan to sell the asset (disposal group) have been initiated.\n 5\n \u2022 The sale of the asset (disposal group) is probable, and transfer of the asset\n 6 (disposal group) is expected to qualify for recognition as a completed sale,\n 7 within one year . . . . The term probable refers to a future sale that is likely to\n occur.\n 8\n\n 9 \u2022 The asset (disposal group) is being actively marketed for sale at a price that\n is reasonable in relation to its current fair value. The price at which a long-\n10 lived asset (disposal group) is being marketed is indicative of whether the\n11 entity currently has the intent and ability to sell the asset (disposal group). A\n market price that is reasonable in relation to fair value indicates that the asset\n12 (disposal group) is available for immediate sale, whereas a market price in\n13 excess of fair value indicates that the asset (disposal group) is not available\n for immediate sale.\n14\n \u2022 Actions required to complete the plan indicate that it is unlikely that\n15\n significant changes to the plan will be made or that the plan will be\n16 withdrawn. ASC 360-10-45-9.\n17 67. Beginning in the period the above held-for-sale criteria are met, a long-\n18 lived asset (disposal group)7 should be classified as held for sale and reported at the\n19 lower of its carrying value or fair value less cost to sell. ASC 360-10-45-9 and ASC\n20 360-10-35-43.\n21 68. The following disclosures are required for impairments of long-lived\n22 assets classified as held and used in the period the impairment loss is recognized:\n23\n\n24\n\n25\n 7\n A disposal group for a long-lived asset or assets to be disposed of by sale or\n26 otherwise represents assets to be disposed of together as a group in a single\n27 transaction and liabilities directly associated with those assets that will be transferred\n in the transaction. ASC 360-10-20.\n28\n 19\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 23 of 82 Page ID\n #:594\n\n\n 1 \u2022 A description of the impaired long-lived asset (asset group) and the facts and\n 2 circumstances leading to the impairment.\n\n 3 \u2022 If not separately presented on the face of the statement, the amount of the\n impairment loss and the caption in the income statement or the statement of\n 4\n activities that includes that loss.\n 5\n \u2022 The method or methods for determining fair value (whether based on a\n 6 quoted market price, prices for similar assets, or another valuation technique)\n 7\n \u2022 If applicable, the business segment in which the impaired long-lived asset\n 8 (asset group) is reported. ASC 360-10-50-2.\n 9\n 69. When it is at least reasonably possible that the value of long-lived\n10\n assets may become impaired in the near term (i.e., the estimates of future cash flows\n11\n used in the recoverability test or to determine fair value may be particularly\n12\n sensitive to change) and the effect of the impairment will be material to the financial\n13\n statements, GAAP requires companies to disclose the nature of the uncertainty of\n14\n impairment estimate and include an indication that it is at least reasonably possible\n15\n that a change in the estimate will occur in the near term.\n16\n 70. Defendants assured investors that Beyond Meat complied with these\n17\n requirements. For example, the Company\u2019s 2024 10-K represented that:\n18\n Long-lived assets are reviewed by management for\n19 impairment whenever events or changes in circumstances\n indicate that the carrying amount of the asset may not be\n20\n fully recoverable. When events or circumstances indicate\n21 that impairment may be present, management evaluates\n the probability that future undiscounted net cash flows\n22\n received will be less than the carrying amount of the asset.\n23 If projected future undiscounted cash flows are less than\n the carrying value of an asset, then such assets are written\n24\n down to their fair values.\n25\n 71. In fact, by touting that Defendants conducted impairment analyses\n26\n annually and whenever circumstances dictated, the 2024 10-K assured investors\n27\n that Defendants tested impairment of long-lived assets more frequently that what\n28\n 20\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 24 of 82 Page ID\n #:595\n\n\n 1 GAAP required. Indeed, Defendants took pains to underscore this by touting\n 2 elsewhere in the 2024 10-K that \u201c[w]e perform an asset impairment analysis on an\n 3 annual basis or whenever events or changes in circumstances indicate that a long-\n 4 lived asset group may not be recoverable.\u201d\n 5 C. Beyond Meat\u2019s Revenues Were In Substantial Decline\n 6 72. Riding a wave of enthusiasm for plant-based meat products, Beyond\n 7 Meat went public on May 2, 2019, at $25.00 per share. The Company\u2019s share price\n 8 quickly jumped to $42 per share when trading opened and then closed that day at\n 9 $65 per share. It continued to skyrocket the following day, when it surged to $87\n10 per share. Its meteoric rise continued unabated over the next several weeks, as the\n11 share price exploded to $100 the following month and surpassed $200 a few months\n12 later. The IPO was considered the most successful in over 20 years.\n13 73. Initially, Beyond Meat\u2019s performance backed up the soaring share\n14 price. The Company reported net revenues of $298 million for 2019, a massive\n15 increase of 239% from 2018. Those revenues surged to $407 million in 2020 and\n16 $465 million in 2021.\n17 74. Seeking to capitalize on this enthusiasm from investors and customers,\n18 on January 14, 2021, Beyond Meat entered into a 12-year $178 million lease of\n19 282,000 square feet of space for its Campus Headquarters. Two months later, in\n20 March 2021, the Company issued the 2027 Notes with a face value of\n21 approximately $1 billion. By the end of 2021, Beyond Meat boasted $733 million\n22 in cash on its balance sheet.\n23 75. Beyond Meat\u2019s triumphant rise, however, was immediately followed\n24 by a crushing, inexorable decline that left the Company fighting for its life by the\n25 start of the Class Period in February 2025. The Company\u2019s revenues fell from $465\n26 million in 2021 to $419 million in 2022, $343 million in 2023, $326.5 million in\n27 2024, and only $275 million by the end of 2025, a decline of 40.9%. Similarly, its\n28\n 21\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 25 of 82 Page ID\n #:596\n\n\n 1 cash and cash equivalents fell from $733 million at the end of 2021 to $309 million\n 2 by the end of 2022, $190 million by the end of 2023, $131 million by the end of\n 3 2024, and only $102 million at the end of Q1 2025, a decline of 86%.\n 4 D. Defendants Act To Address Beyond Meat\u2019s Decline\n 5 76. As Beyond Meat\u2019s decline commenced, Defendants assured investors\n 6 that they had a plan to keep the Company afloat. For example, in 2022, Defendants\n 7 announced that Beyond Meat was \u201cpivot[ing] our focus toward sustainable long-\n 8 term growth supported by three pillars,\u201d one of which was \u201cinventory reduction and\n 9 cash flow generation through more efficient inventory management.\u201d Defendants\n10 repeated this \u201cpillar\u201d in every SEC filing during the Class Period. In other words,\n11 at the forefront of Defendants\u2019 efforts in managing the Company was a focus\n12 squarely on the amount and value of its inventory.\n13 77. In November 2023, hard on the heels of their \u201cpivot\u201d to the \u201cpillars,\u201d\n14 Defendants initiated a review of Beyond Meat\u2019s global operations (\u201cGlobal\n15 Operations Review\u201d). This review included \u201cnon-cash charges such as provision\n16 for excess and obsolete inventory and potential impairment changes, write-offs,\n17 disposals and accelerated depreciation of fixed assets, and losses on sale and write-\n18 down of fixed assets; further optimization of [Beyond Meat\u2019s] manufacturing\n19 capacity and real estate footprint.\u201d As with the \u201cpillars\u201d \u201cpivot,\u201d Defendants\n20 emphasized the Global Operations Review in all the Company\u2019s Class Period SEC\n21 filings.\n22 78. Defendants also engaged in a series of headcount reductions as a way\n23 to cut costs. For example, in October 2022, Beyond Meat announced layoffs of 200\n24 employees\u201419% of its staff\u2014due to revenue declines. Then in November 2023, it\n25 announced a cut of another 19%, or 65 jobs. In February 2025, at the start of the\n26 Class Period, the Company announced a reduction of 44 people, or 6% of its\n27 workforce, followed by another reduction of another 44 people in August 2025.\n28\n 22\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 26 of 82 Page ID\n #:597\n\n\n 1 79. In addition to the pillars, Global Operations Review, and headcount\n 2 reductions, at the start of the Class Period, on February 26, 2025, Defendants also\n 3 announced that, in connection with the Global Operations Review, Beyond Meat\u2019s\n 4 board of directors had approved a plan to cease the Company\u2019s operations in China\n 5 by the end of the second quarter of 2025, and to that end, Defendants had already\n 6 laid off approximately 95% of the Company\u2019s China workforce.\n 7 E. Defendants Initiate the Exchange Transaction to Save The Company\n 8 80. Despite Defendants\u2019 efforts, as Beyond Meat\u2019s revenues and cash on\n 9 hand were declining, the 2027 Notes were coming due. At the start of the Class\n10 Period, in February 2025, Beyond Meat owed $1.142 billion to bondholders, an\n11 amount that would only increase in the months before the bonds came due in 2027.\n12 81. With only $102 million cash on hand and $275 million in annual\n13 revenues, there was no way the Company could pay the bonds\u2014and the market\n14 knew it. For example, on a February 26, 2025 call with analysts and investors to\n15 discuss the Company\u2019s 2024 fourth quarter and full-year performance (\u201cFY24\n16 Call\u201d), an analyst asked Defendant Kutua, \u201cisn\u2019t it fair to say that like the\n17 convertible, it matures in two years. Is that kind of the timeframe that you have\n18 before you do have to do something much more profound?\u201d Defendant Kutua\n19 acknowledged that the Notes\u2019 looming maturity was an existential threat to the\n20 Company, replying, \u201cI mean, we certainly would have to do something within two\n21 years . . . . [W]e said we\u2019re going to, in 2025, focus on bolstering the balance sheet,\n22 right? And so we\u2019re following that plan and we feel pretty good about it.\u201d\n23 82. On a call with analysts and investors to discuss the Company\u2019s first\n24 quarter 2025 performance on May 7, 2025, Defendant Kutua reiterated that\n25 Defendants were focused on finding a solution to their problem of their soon-to-\n26 mature 2027 Notes and stated that the Company was \u201ccontinuing to focus on\n27\n\n28\n 23\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 27 of 82 Page ID\n #:598\n\n\n 1 strengthening our balance sheet for the long-term, including evaluating potential\n 2 transactions to address our [2027 Notes].\u201d\n 3 83. Moreover, during the Class Period, analyst TD Cowen reported that\n 4 Beyond Meat was in \u201csurvival mode\u201d with a \u201cgoing concern\u201d risk, i.e., the\n 5 Company was ready to file for bankruptcy. This report was communicated to the\n 6 wider market in media articles, including an August 22, 2025 article in TheStreet\n 7 entitled, \u201cAnalyst: Beyond Meat faces Chapter 11 bankruptcy as cash dwindles.\u201d\n 8 Other industry watchdogs reported that the Company was on the brink of folding as\n 9 well. On August 21, 2025 The Food Institute published an article entitled, \u201cBeyond\n10 Meat on the Verge of Financial Ruin\u201d which disclosed that the Company had begun\n11 to experience serious delays in paying bills, likely as a strategy for preserving cash,\n12 and tied that cash shortage to the Company\u2019s massive debt.\n13 84. After stringing investors along regarding how Beyond Meat could\n14 possibly pay 2027 Notes when they came due, on September 29, 2025\u2014just after\n15 Q3 had ended on September 27, 2025\u2014Defendants issued a press release\n16 (\u201cExchange Transaction Release\u201d) disclosing that the Company had found a way to\n17 bail itself out.\n18 85. The Exchange Transaction Release disclosed that the Company had\n19 commenced an offer to exchange its 2027 Notes for \u201c(i) up to $202.5 million in\n20 aggregate principal amount of its new 7.00% Convertible Senior Secured Second\n21 Lien PIK Toggle Notes due 2030\u2026and (ii) up to 326,190,370 shares of its common\n22 stock\u201d (\u201cExchange Transaction\u201d).\n23 86. In other words, Defendants had effectively obtained a $1 billion\n24 bailout by convincing Beyond Meat\u2019s creditors to swap their 2027 Notes for a\n25 massive amount of stock. The release further disclosed that 47% of the 2027\n26 Noteholders had already agreed to the Exchange Transaction.\n27\n\n28\n 24\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 28 of 82 Page ID\n #:599\n\n\n 1 87. Under the terms of the Exchange Transaction, 2027 Noteholders could\n 2 tender their 2027 Notes as part of an \u201cearly settlement\u201d by October 10, 2025, with\n 3 an ultimate deadline to tender 2027 Notes of October 28, 2025. Rights to withdraw\n 4 tendered 2027 Notes and revoke consent terminated on October 10, 2025, however.\n 5 The Exchange Transaction was scheduled to settle on October 30, 2025.\n 6 88. Virtually all 2027 Noteholders tendered their 2027 Notes prior to\n 7 October 10. In a proxy dated October 17, 2025, Defendants disclosed that\n 8 $1,114,603,000 in aggregate principal amount of the 2027 Notes was tendered as\n 9 part of the early settlement process, \u201crepresenting 96.92% of the aggregate principal\n10 amount of the previously outstanding.\u201d The Exchange Transaction for all intents\n11 and purposes had been completed successfully, and Beyond Meat was saved.\n12 F. Defendants Assured Investors Throughout the Class Period that Beyond\n13 Meat\u2019s Financial Reporting Complied with GAAP\n14 89. To support their efforts to close the Exchange Transaction, Defendants\n15 consistently assured investors throughout the Class Period that Beyond Meat\u2019s\n16 financial reports were accurate and complied with GAAP and that the Company\n17 was at risk of only modest write-downs or impairments in connection with the\n18 cessation of operations in China.\n19 90. For example, on February 26, 2025, Defendants issued a press release\n20 disclosing Beyond Meat\u2019s Q4 and FY2024 financial performance (\u201cFY24\n21 Release\u201d). there would be a round of layoffs and that the Company would cease\n22 operating in China by the end of the second quarter 2025. Defendants then advised\n23 that the Company currently estimated that it would incur \u201cone-time noncash charges\n24 of approximately $12.0 million to $17.0 million, primarily related to accelerated\n25 depreciation and impairment charges and other write-downs on certain fixed assets\n26 in China[,]\u201d \u201cthe majority of [which] will be incurred in the first quarter of 2025.\u201d\n27 Defendants said nothing about any impairment of other long-lived assets.\n28\n 25\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 29 of 82 Page ID\n #:600\n\n\n 1 91. Indeed, on March 5, 2025, Defendants filed Beyond Meat\u2019s 2024 10-\n 2 K, which reported that, as of December 31, 2024, Beyond Meat\u2019s consolidated long-\n 3 lived assets amounted to $308.862 million. Defendants disclosed that none of its\n 4 long-lived assets were impaired during 2024, and again only cautioned that the\n 5 Company expected to record between $12 to $17 million in accelerated depreciation\n 6 and impairment charges related to its planned suspension of operational activities\n 7 in China.\n 8 92. Further, the 2024 10-K expressly attested to the accuracy of these\n 9 figures in accordance with GAAP and that the Company\u2019s accounting controls and\n10 procedures were effective both in the report\u2019s body and sworn certifications\n11 appended to the report.\n12 93. Similarly, on May 8, 2025, the Company filed its quarterly report on\n13 Form 10-Q with the SEC, reporting Beyond Meat\u2019s financial and operating results\n14 for its Q1 ended March 29, 2025 (the \u201cQ1 2025 10-Q\u201d). The Q1 2025 10-Q reported\n15 that, as of March 29, 2025, Beyond Meat\u2019s consolidated long-lived assets, including\n16 PP&E and operating lease ROU assets, amounted to $301.912 million, and that\n17 Defendants valued the Company\u2019s (i) inventory at $100.068 million; (ii) prepaid\n18 expenses and current assets at $19.135 million; (iii) cost of goods sold at $69.796\n19 million; (iv) gross loss at $1.065 million; and (v) loss from operations at $56.199\n20 million; and (vi) net loss at $52.916 million. The Q1 2025 10-Q further disclosed\n21 that the Company\u2019s gross margin, which Defendants emphasized to investors was\n22 one of the Company\u2019s \u201ckey performance goals,\u201d was a negative 1.5%.\n23 94. Like the 2024 10-K, the Q1 2025 10-Q expressly attested to the\n24 accuracy of these figures in accordance with GAAP and that the Company\u2019s\n25 disclosure controls and procedures were effective both in the report\u2019s body and\n26 sworn certifications appended to the report.\n27\n\n28\n 26\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 30 of 82 Page ID\n #:601\n\n\n 1 95. Likewise, on August 8, 2025, the Company filed its quarterly report\n 2 on Form 10-Q with the SEC reporting Beyond Meat\u2019s financial and operating\n 3 results for its Q2 ended June 28, 2025 (the \u201cQ2 2025 10-Q\u201d). The Q2 2025 10-Q\n 4 reported that, as of June 28, 2025, the Company\u2019s consolidated long-lived assets,\n 5 including PP&E and operating lease ROU assets, amounted to $327.515 million,\n 6 and disclosed that Defendants valued the Company\u2019s (i) inventory at $110.868\n 7 million and (ii) prepaid expenses and current assets at $42.596 million. The Q2 2025\n 8 10-Q further disclosed that the Company\u2019s gross margin, which Defendants\n 9 emphasized to investors was one of the Company\u2019s \u201ckey performance goals,\u201d was\n10 a 11.5%.\n11 96. Like the 2024 10-K and Q1 2025 10-Q, the Q2 2025 10-Q expressly\n12 attested to the accuracy of these figures in accordance with GAAP and that the\n13 Company\u2019s disclosure controls and procedures were effective both in the report\u2019s\n14 body and sworn certifications appended to the report.\n15 97. As a result of these and other disclosures, and Defendants\u2019 sworn\n16 statements attesting to their accuracy, Defendants were able to save the Company\n17 and entice investors to the Company\u2019s stock. In the wake of the announcement of\n18 the Exchange Transaction, which would massively dilute existing shareholders, the\n19 price of the Company\u2019s stock plummeted from $2.85 on September 26, 2025, the\n20 last trading day before the Exchange Transaction was announced, to only $0.52\n21 cents on October 16, 2025, a decline of 81.75%. Sensing a bargain\u2014and inferring\n22 from the 2027 Noteholders\u2019 willingness to take equity in exchange for debt that the\n23 Company was solvent and truthful in its disclosures\u2014investors ran to invest and\n24 the stock soared to $3.62.\n25\n\n26\n27\n\n28\n 27\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 31 of 82 Page ID\n #:602\n\n\n 1 G. Throughout the Class Period, Beyond Meat\u2019s Financial Statements Were\n 2 Not Compliant With GAAP\n 3 98. Despite assuring investors that Beyond Meat\u2019s financial statements\n 4 had complied with GAAP and that any charges related to the Company\u2019s\n 5 restructuring efforts had already been accounted for during the first half of 2025, on\n 6 October 24, 2025, only one week after the Exchange Transaction had effectively\n 7 been consummated, Defendants filed a current report on Form 8-K with the SEC,\n 8 reporting the Company\u2019s preliminary financial results for Q3 2025 (the \u201cQ3 2025\n 9 8-K\u201d), which disclosed that the Company would record a not-yet-quantified, but\n10 nevertheless material, impairment charge for long-lived assets during Q3 2025.\n11 99. Days later, on November 3, 2025, during pre-market hours,\n12 Defendants issued a press release announcing that Beyond Meat would delay\n13 announcing its Q3 2025 results (the \u201cQ3 2025 Delay Notice\u201d) because the Company\n14 needed for additional time to complete the previously disclosed impairment review.\n15 100. The severity of the impairment continued to emerge less than a week\n16 later, on November 7, 2025, when Defendants filed a Notification of Late Filing on\n17 Form 12b-25, which disclosed that, when Beyond Meat was eventually able to file\n18 its Q3 2025 10-Q, the Company would also disclose that its internal control over\n19 financial reporting was ineffective because of a material weakness in the Company's\n20 internal control over financial reporting purportedly associated with \u201caccounting for\n21 non-recurring and complex transactions.\u201d\n22 101. On November 10, 2025, during post-market hours, Defendants issued\n23 a press release reporting Beyond Meat\u2019s financial results for Q3 2025 (the \u201cQ3 2025\n24 Earnings Release\u201d). Defendants disclosed that the Company had recorded a $77.4\n25 million impairment charge related to certain of its long-lived assets, including its\n26 property, plant, and equipment (\u201cPP&E\u201d)\u2014e.g., the Company\u2019s equipment and\n27\n\n28\n 28\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 32 of 82 Page ID\n #:603\n\n\n 1 Campus Headquarters\u2014operating lease right-of-use (\u201cROU\u201d), assets, or prepaid\n 2 lease costs.\n 3 102. On November 12, 2025, the Company filed its quarterly report on\n 4 Form 10-Q with the SEC reporting Beyond Meat\u2019s financial and operating results\n 5 for its Q3 ended September 27, 2025 (the \u201cQ3 2025 10-Q\u201d). In the Q3 2025 10-Q,\n 6 Defendants reiterated the above disclosure of the $77.4 impairment of long-lived\n 7 assets, and further disclosed that the material weakness in the Company\u2019s internal\n 8 control over financial reporting was related to \u201caccounting for non-recurring and\n 9 complex transactions.\u201d\n10 103. The Q3 2025 10-Q also included narratives purporting to describe how\n11 Defendants identified the impairment of long-lived assets and material weakness.\n12 The 10-Q stated that an impairment review was triggered by \u201clower than expected\n13 performance in the three months ended September 27, 2025,\u201d \u201ca sustained decline\n14 in our stock price, which hit a 52-week low during the third quarter of 2025,\n15 resulting in a decrease in market capitalization,\u201d and \u201cour determination in the third\n16 quarter that the ongoing softness in the plant-based meat category is likely to persist\n17 longer than previously anticipated.\u201d This purportedly led Defendants to test asset\n18 groups where they identified the impairment was recorded.\n19 104. The Q3 2025 10-Q further disclosed that Defendants had identified the\n20 material weakness during the Q3 2025 when they were \u201cevaluating the accounting\n21 for non-recurring and complex transactions related to compensation, debt, lease and\n22 warrant transactions.\u201d According to Defendants, Beyond Meat\u2019s management had\n23 \u201cidentified a design and operating deficiency related to our process-level controls\n24 associated with the identification and accounting\u201d for non-recurring and complex\n25 transactions, and concluded that \u201cinadequate technical resources are currently in\n26 place to effectively identify and determine the proper accounting for non-recurring\n27 complex transactions.\u201d\n28\n 29\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 33 of 82 Page ID\n #:604\n\n\n 1 105. Although the Q3 2025 10-Q and associated press releases purported to\n 2 disclose the full truth regarding the impaired long-lived assets and the material\n 3 weakness in Beyond Meat\u2019s internal control over financial reporting, they in fact\n 4 only told part of the story. The full truth began to emerge and the risks concealed\n 5 by Defendants\u2019 misstatements began to materialize on March 16, 2026, when\n 6 Defendants issued a press release disclosing that the Company would not be able to\n 7 timely file its 2025 annual report because of a second, previously undisclosed,\n 8 material weakness in the Company\u2019s internal control over financial reporting\n 9 related to inventory valuation.\n10 106. On March 31, 2026, at the end of the Class Period, Defendants finally\n11 disclosed the full extent to which Beyond Meat\u2019s Class Period financial statements\n12 had not complied with GAAP as a result of material weaknesses in the Company\u2019s\n13 internal control over financial reporting.\n14 107. That day, Defendants issued a press release reporting the Company\u2019s\n15 FY and Q4 performance (the \u201cFY2025 Release\u201d), which stated that \u201c[d]uring the\n16 fourth quarter and full year 2025 financial close procedures, the Company identified\n17 errors in its previously issued interim condensed consolidated financial statements\n18 for the first three quarters of 2025 relating to (i) inventory valuation, (ii) debt\n19 issuance costs, and (iii) the previously disclosed impairment of long-lived assets.\u201d\n20 Although Defendants self-servingly asserted that they had \u201cdetermined that the\n21 errors identified . . . . were immaterial to the previously issued interim period\n22 condensed consolidated financial statements,\u201d upon even the slightest inspection it\n23 was clear that the misstatements were material to investors.\n24 108. For example, Defendants admitted they had overstated the value of the\n25 Company\u2019s inventory by $5.9 million at the end of Q1, $6.5 million at the end of\n26 Q2, and $8.5 million at the end of Q3 2025 and the company should have recorded\n27 inventory write-downs in each of these quarters.\n28\n 30\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 34 of 82 Page ID\n #:605\n\n\n 1 109. In addition, Defendants further disclosed that although GAAP required\n 2 Beyond Meat to expense $14.1 million of costs for professional services related to\n 3 the Exchange Transaction on its income statement as \u201cselling, general, and\n 4 administrative expenses,\u201d the Company had capitalized (i.e., recorded as an asset)\n 5 the $14.1 million on its balance sheet as \u201cprepaid expenses and other current assets.\u201d\n 6 110. Finally, Defendants trumpeted that their initial evaluation of long-lived\n 7 assets had overstated the impairment by $26.1 million, which\u2014in a shocking\n 8 coincidence\u2014was almost exactly the amount of the inventory impairment and\n 9 miscategorization of Exchange Transaction expenses. Nevertheless, Defendants\n10 admitted that certain long-lived assets had been impaired by $51.3 million.\n11 111. These belated corrections finally disclosed the extent to which\n12 Defendants\u2019 financial statements were riddled with errors. Indeed, the Company\u2019s\n13 gross margin in Q1 2025 alone was off by 507%.\n14 112. As set forth below, however, Defendants knew or recklessly\n15 disregarded the impaired assets, overstated inventory, and material accounting\n16 weaknesses long before they disclosed them to investors both to ensure that the\n17 Exchange Transaction concluded successfully and to entice shareholders to\n18 purchase the stock in the wake of the announcement of the transaction.\n19 H. Defendants Knew or Recklessly Disregarded the Inventory and Long-\n20 Lived Asset Impairments and Material Weaknesses Long Before\n Disclosing Them to Investors\n21\n 113. As set forth above, Defendants asserted that they uncovered impaired\n22\n long-lived assets and initial material weakness in or about Q3 2025, then uncovered\n23\n the overstated inventory, miscategorized Exchange Transaction expenses, and\n24\n material weakness concerning inventory valuation in spring 2026. This self-serving\n25\n narrative, however, is contradicted by statements from confidential witnesses and\n26\n Defendants\u2019 own disclosures.\n27\n\n28\n 31\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 35 of 82 Page ID\n #:606\n\n\n 1 114. For example, the long-lived assets that Defendants ultimately found to\n 2 be impaired by $51.3 million consisted of property, plant, and equipment assets,\n 3 which would include equipment and the Campus Headquarters.\n 4 115. CW2 stated that, as the Global Operations Review was progressing, in\n 5 late 2024 he was tasked with identifying all of Beyond Meat\u2019s North American\n 6 assets. CW2 stated that he had \u201cthree months to travel across North America and\n 7 Canada to track all of the North American assets.\u201d\n 8 116. CW2 stated that Beyond Meat did not have an asset management\n 9 program, and that as a result the Company had \u201clost track of the assets they have.\u201d\n10 Accordingly, CW2 visited warehouses, manufacturers, and co-manufacturers in\n11 Oregon, Utah, Montreal, Columbia, Missouri, Pennsylvania, and El Segundo,\n12 Salinas, and Valencia, California. These included a co-manufacturer called\n13 \u201cTillamook Smokehouse about 20 minutes outside of Salem, Oregon with some\n14 employees there,\u201d as well as a co-manufacturer in Salt Lake City, Utah, and massive\n15 co-manufacturer called Aliments BVeggie in Montreal, Canada. He also visited two\n16 warehouses and productions facilities near Columbia, Missouri, the Devault\n17 production facility outside Philadelphia, a storage facility in Valencia, California,\n18 and the Campus Headquarters.\n19 117. CW2 said he identified assets the Company had lost track of and found\n20 that many assets he located did not match the assets listed on file at Beyond Meat.\n21 CW2 stated that he completed his review before he was laid off in March 2025.\n22 Accordingly, Defendants knew of the impaired plant, property & equipment assets\n23 by March 2025 at the latest.\n24 118. Similarly, Defendants also knew that the asset value of the Campus\n25 Headquarters was impaired long before disclosing the impairment in November\n26 2025. Beyond Meat\u2019s fading fortunes, which commenced in 2022, meant it never\n27 fully used all the Campus Headquarters space it had leased.\n28\n 32\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 36 of 82 Page ID\n #:607\n\n\n 1 119. The Company never fully used its Campus Headquarters in large part\n 2 because, in the years leading up to the Class Period, it regularly slashed staff. CW1\n 3 recalled walking into the Campus Headquarters for an interview in the year before\n 4 the Class Period began, \u201cand it was so quiet, so empty, and I thought, \u2018This is odd.\u2019\n 5 I thought it was maybe because it was a Friday. But it turns out it was always\n 6 empty.\u201d\n 7 120. CW1 further stated that Defendants Brown and Kutua knew that\n 8 Beyond Meat was never going to be able to use all of the space that it leased because\n 9 \u201cthey were trying to find a subletter the whole time I was there.\u201d CW1 stated that\n10 he learned about the subletting efforts from the Company\u2019s building manager,\n11 Adam Reyes-Thomas, who was responsible for premises issues like HVAC and for\n12 obtaining permits to operate the building, including from the fire department. CW1\n13 further stated that the search for a subletter \u201cwasn\u2019t a guarded secret. Everyone was\n14 talking about it.\u201d In fact, CW1 stated that he had been interviewed by Varda, which\n15 told him that they would be renting space at the Company.\n16 121. Indeed, Defendant Brown, as early as the FY24 Call, on February 26,\n17 2025, revealed in response to an analyst\u2019s question that, \u201cour facility -- our\n18 headquarters facility here in El Segundo, there is some excess space that we may\n19 look to sublease.\u201d In May 2025, the Company announced that it had returned more\n20 than 61,000 square feet of space to its landlord, and in July 2025 the Company\n21 subleased 54,749 square feet of space to Varda Space Industries (\u201cVarda\u201d). In short,\n22 at the start of the Class Period, Defendants knew that the Company would not use\n23 more than 40% of the space it had leased for $178 million for the remaining eight\n24 years of its lease.\n25 122. In addition, Defendants\u2019 own disclosures about the circumstances of\n26 the impairment review demonstrate that they knew or recklessly disregarded that\n27 long-lived assets were impaired at least at the start of the Class Period, if not earlier.\n28\n 33\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 37 of 82 Page ID\n #:608\n\n\n 1 123. For example, as set forth above, when Defendants belatedly disclosed\n 2 that long-lived assets were impaired in October and November 2025, they stated\n 3 that their impairment review was triggered by \u201clower than expected performance in\n 4 the three months ended September 27, 2025,\u201d \u201ca sustained decline in our stock\n 5 price, which hit a 52-week low during the third quarter of 2025, resulting in a\n 6 decrease in market capitalization,\u201d and \u201cour determination in the third quarter that\n 7 the ongoing softness in the plant-based meat category is likely to persist longer than\n 8 previously anticipated.\u201d\n 9 124. This narrative is not credible, however, given the circumstances that\n10 existed at the start of the Class Period. For example, during the Q1 2025 Call,\n11 Defendants disclosed that they had \u201crecorded a particularly large inventory\n12 provision this quarter,\u201d i.e., $4.3 million in total charges related to inventory\n13 valuation. According to accounting experts consulted by Plaintiffs, since inventory\n14 valuation analysis purportedly took into account historical and forecasted demand\n15 for the Company\u2019s products, among other factors, this write-down alone should\n16 have been treated as a triggering event requiring Beyond Meat to test its long-lived\n17 assets for impairment as early as Q1 2025, let alone that the actual write down of\n18 inventory at the time was the $4.3 plus the $5.86 million inventory overstatement\n19 belatedly disclosed. In total, Beyond Meat\u2019s inventory was impaired by at least $10\n20 million at the end of Q1 2025.\n21 125. In addition, the other events and conditions that Defendants claim\n22 triggered Beyond Meat to test its long-lived assets for impairment (lower than\n23 expected performance, sustained decline in stock price reaching a 52-week low, and\n24 ongoing softness in the plant-based meat category) also existed prior to Q3 2025.\n25 126. For instance, in the Q1 2025 Release, Defendants stated Beyond\n26 Meat\u2019s Q1 performance was so poor and its future outlook so uncertain that the\n27 Company was withdrawing its full-year 2025 guidance, thus it is preposterous to\n28\n 34\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 38 of 82 Page ID\n #:609\n\n\n 1 assert that it was not until poor performance in Q3 2025 that an impairment review\n 2 was triggered.\n 3 127. As far as stock price declines are concerned, the Company\u2019s stock had\n 4 reached new 52-week lows multiple times prior to Q3 2025, including: February\n 5 27, 2025, March 3, 2025, March 4, 2025, April 3, 2025, April 4, 2025, April 9,\n 6 2025, April 15, 2025, April 16, 2025, April 28, 2025, and May 8, 2025.\n 7 128. Further, in the Q1 2025 Release, Defendant Brown stated that \u201c[a]s the\n 8 first quarter of 2025 progressed to a close, we saw a slowdown in consumption as\n 9 the uncertain macroeconomic environment likely exacerbated category challenges\u201d\n10 in response to which the Company was \u201cdoubling down on cost-savings initiatives\n11 in support of our goal of achieving run-rate EBITDA-positive operations by year-\n12 end 2026.\u201d\n13 129. Accordingly, Defendants\u2019 rationale for waiting until Q3 2025 to\n14 perform an impairment review is not credible, as each of the purported factors that\n15 caused the Company to evaluate its long-lived assets for impairment existed well\n16 before Q3 2025. Defendants obviously knew of impaired long-lived assets, but\n17 rather than disclose them, concealed them. According to accounting experts\n18 consulted by Plaintiffs, when a company commits to a restructuring plan that affects\n19 its operations or the manner in which it uses its property, plant, and equipment, it\n20 must assess whether the change triggers an impairment analysis and/or a revision\n21 to the useful lives of its long-lived assets.\u201d Since the Company had committed to a\n22 restructuring plan in Q1 2025, Defendants understood the existence of impairments\n23 long before Q3 2025.\n24 130. As for the overstated inventory, multiple CWs described how the\n25 Company\u2019s warehouses were packed with unsaleable, obsolete inventory that\n26 should have been written off long before Defendants \u201cdiscovered\u201d the material\n27\n\n28\n 35\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 39 of 82 Page ID\n #:610\n\n\n 1 weakness in internal control over financial reporting concerning excess and\n 2 obsolete inventory.\n 3 131. For example, CW1 stated that Beyond Meat had a massive amount of\n 4 plant-based chicken McNuggets for McDonald\u2019s that the Company was trying to\n 5 get approval to sell in the United States. Beyond Meat could not get approval,\n 6 however, so \u201cwhat ended up happening is we\u2019d produce a bunch, freeze it, bag it,\n 7 then put it away in a storage freezer at El Segundo.\u201d CW1 also described a massive\n 8 amount of \u201cexcess burger material\u201d at the Campus Headquarters as well, saying\n 9 \u201cthere were a lot of these labeled in the freezer as if they were ready to be sold, but\n10 they never moved them. They just sat there. It was likely produced before I came,\n11 but then you\u2019ve also got the product developer\u2019s freezer that was also full of\n12 material they had produced.\u201d CW1 stated that in August 2025, \u201ctheir product\n13 development freezer was full. They were running out of freezer space.\u201d CW1\n14 further stated that Beyond Meat had \u201cpallets and pallets\u201d of plant-based steak filet\n15 at the Campus Headquarters as well.\n16 132. CW3 corroborated CW1\u2019s account of Beyond Meat\u2019s production of a\n17 massive amount of plant-based McNuggets that the Company could not sell. CW3\n18 recalled \u201cyears\u2019 worth\u201d of plant-based McNuggets sitting unsold. CW3 stated that\n19 Beyond Meat was aggressively pushing its sales teams to try to sell the product on\n20 orders from Defendant Brown. CW3 recalled, \u201cwe were trying to push a post-dated\n21 product. We were told to say to customers that we had some extra product we\n22 produced for a large customer because it didn\u2019t meet their standards; that it was a\n23 good product that we could sell here, and we had to move it because we made so\n24 much of it. We were not allowed to say it came from McDonald\u2019s. I think the pitch\n25 we were told to give came all the way from the top, from Ethan [Brown] ultimately.\n26 He was so hands-on.\u201d\n27\n\n28\n 36\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 40 of 82 Page ID\n #:611\n\n\n 1 133. CW3 characterized Defendant Brown as a highly aggressive\n 2 micromanager, saying he \u201cwas uber aggressive with the sales team to the point of\n 3 micromanaging three layers below him. You better make this many calls. It was\n 4 really crazy stuff for a publicly traded company. Intimidation was his style. It was\n 5 weird that the CEO of a publicly traded company would call you out of the blue on\n 6 things. He\u2019d be on a campus at a store and call the account manager. He was trying\n 7 to track how many calls we made and hold us accountable. He was begging for\n 8 announcements to make\u201d about sales.\n 9 134. CW5 corroborated CW1 and CW3\u2019s accounts of large amounts of\n10 unsold product at Beyond Meat. CW5 recalled that McDonald\u2019s rejected a large\n11 amount of Beyond Meat product in 2022, stating that \u201cit was millions and millions\n12 of dollars worth of product that was rejected by McDonald\u2019s . . . . We got stuck with\n13 product they didn\u2019t want so Beyond was on the hook for 70 to 80 semi-truckloads\n14 of product that was disregarded.\u201d CW5 estimated that the value of the product was\n15 $80 a case, 64 cases per pallet and 24 pallets per semi-truckload, for a total of at\n16 least $8.6 million. CW5 stated that \u201cwe know from a shelf life test a product will\n17 last two years. I\u2019ve been giving shelf-life extensions on these products for years\n18 trying to get sales to sell it to other customers. There was just way too much product.\n19 No one wants B-grade products.\u201d\n20 135. CW4 said that the other excess inventory was the Company\u2019s\n21 \u201cextradit,\u201d or a \u201ccereal-like substance that goes into making\u201d Beyond Products.\n22 CW4 stated that \u201cas they would formulate and R&D new products, extradit would\n23 run, run, run\u2026and there were just so many pallets of extradit that became obsolete\n24 because they couldn\u2019t use it for new product innovation.\u201d CW4 stated that storing\n25 the extradit costs $5 a pallet and Beyond Meat had two or three warehouses with\n26 thousands of pallets of extradit that wasn\u2019t usable.\n27\n\n28\n 37\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 41 of 82 Page ID\n #:612\n\n\n 1 136. CW6 also described how Beyond Meat had massive amounts of unsold\n 2 inventory that the Company knew was worthless. CW6 stated that at one point prior\n 3 to the Class Period, the Company did a \u201cload-in\u201d with one of its redistributors,\n 4 which meant that the redistributor was a sent a bunch of finished product (not\n 5 nuggets or extradit) that there was no customer commitment to purchase. He said\n 6 the redistributor protested that Beyond Meat was forcing it to take product that was\n 7 not selling. While the \u201cload-in\u201d did not involve nuggets or extradit, CW6 confirm\n 8 that he heard about the problems described by CW1, 3, 4, and 5 while at the\n 9 Company.\n10 137. These inventory issues should not be viewed in isolation and instead,\n11 tie directly with long-lived assets, such as plant, property and equipment. For\n12 instance, if the Company is utilizing space and machinery designed to produce\n13 and/or store unusable, immovable, unsellable products, the inventory and the long-\n14 lived asset is also impaired.\n15 138. As a result of Defendants\u2019 knowing or reckless disregard of the truth\n16 regarding the Company\u2019s impaired long-lived assets, overstated inventory,\n17 miscategorized Exchange Transaction expenses, and material weaknesses, as\n18 alleged below, investors, including Plaintiffs, were lured in by Defendants\n19 misstatements and devastated when Beyond Meat\u2019s share price plummeted when\n20 the truth emerged and the risks concealed by Defendants\u2019 statements materialized.\n21 MATERIALLY FALSE AND MISLEADING STATEMENTS ISSUED\n22 DURING THE CLASS PERIOD\n23 139. Throughout the Class Period, Beyond Meat\u2019s financial statements\n24 were riddled with errors. Among other things, Defendants made materially false\n25 and misleading statements regarding the business and operations of Beyond Meat.\n26 Specifically, Defendants made false and/or misleading statements and/or failed to\n27 disclose that (i) the Company\u2019s inventories were inflated because the Company had\n28\n 38\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 42 of 82 Page ID\n #:613\n\n\n 1 not written off unsaleable or obsolete inventory as required by GAAP, (ii) the\n 2 Company had failed to accurately record millions in costs associated with the\n 3 Exchange Transaction, and/or (iii) Defendants knew of tens of millions of dollars\n 4 in long-lived assets that were impaired.\n 5 A. Misstatements in Connection with Beyond Meat\u2019s Q4 and FY24 Financial\n 6 Disclosures\n 7 140. The Class Period begins on February 27, 2025, the day after Beyond\n 8 Meat issued the FY24 Release during post-market hours. The FY24 Release\n 9 disclosed that, as a result of the Global Operations Review, there would be a round\n10 of layoffs and that the Company would cease operating in China by the end of the\n11 second quarter 2025. Defendants then advised that the Company currently estimated\n12 that it would incur \u201cone-time noncash charges of approximately $12.0 million to\n13 $17.0 million, primarily related to accelerated depreciation and impairment charges\n14 and other write-downs on certain fixed assets in China[,]\u201d \u201cthe majority of [which]\n15 will be incurred in the first quarter of 2025.\u201d\n16 141. The statements in \u00b6 140 above were false and misleading because by\n17 touting the Global Operations Review and the non-cash charges that would be\n18 incurred in connection with that review, Defendants had an obligation to disclose\n19 the entire truth about the review and those charges. Defendants failed to fulfill this\n20 obligation because they knowingly or recklessly misrepresented and/or failed to\n21 disclose that (i) the Company\u2019s inventories were inflated because the Company had\n22 not written off unsaleable or obsolete inventory as required by GAAP; (ii) the\n23 Global Operations Review had uncovered that the book value of certain of Beyond\n24 Meat\u2019s long-lived assets exceeded their fair value by tens of millions of dollars, not\n25 just $12 million to $17 million of assets concerning the cessation of operations in\n26 China, making it highly likely that the Company would be required to record a\n27\n\n28\n 39\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 43 of 82 Page ID\n #:614\n\n\n 1 material, non-cash impairment charge; and/or (iii) all the foregoing was likely to\n 2 impair Beyond Meat\u2019s ability to timely file its periodic filings with the SEC.\n 3 142. The disclosures in \u00b6 141 above also violated Item 303 of SEC\n 4 Regulation S-K, 17 C.F.R. \u00a7 229.303(b)(2)(ii) (\u201cItem 303\u201d). Item 303 requires\n 5 Beyond Meat to \u201c[d]escribe any known trends or uncertainties that have had or that\n 6 are reasonably likely to have a material favorable or unfavorable impact on net sales\n 7 or revenues or income from continuing operations.\u201d Defendants limited their\n 8 disclosure, however, to impairments concerning Beyond Meat\u2019s exit from China,\n 9 even though Defendants knew from the Global Operations Review that the\n10 Company\u2019s long-lived assets were already materially impaired. Defendants\u2019 limited\n11 disclosure was materially false and misleading in violation of Item 303 because the\n12 impairments to long-lived assets were known trends or uncertainties that were likely\n13 to have a material unfavorable impact on the Company\u2019s business and financial\n14 results.\n15 143. On March 5, 2025, Beyond Meat filed the 2024 10-K, which reported\n16 that, as of December 31, 2024, Beyond Meat\u2019s consolidated long-lived assets\n17 amounted to $308.862 million.\n18 144. The foregoing statements in \u00b6 143 were materially false and\n19 misleading because Defendants\u2019 knowingly or recklessly misrepresented and/or\n20 omitted that Beyond Meat\u2019s long-lived assets were already substantially impaired.\n21 145. The 2024 10-K also purported to warn of risks that \u201cmay\u201d or \u201ccould\u201d\n22 materialize related to certain impairment charges for ROU assets and prepaid lease\n23 costs, stating, inter alia:\n24 [W]e may not be able to build out or occupy the rest of the Campus\n25 Headquarters and are considering subleasing, assigning or otherwise\n transferring the unoccupied space, or negotiating a partial lease\n26 termination . . . . An agreement to partially terminate, sublease, assign\n27 or otherwise transfer the unoccupied part of the Campus Headquarters\n would be subject to certain risks and uncertainties. For example, the\n28\n 40\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 44 of 82 Page ID\n #:615\n\n\n 1 agreement may not be completed on terms advantageous to us because\n 2 the rental rate we receive under the agreement may not fully cover the\n rental rate we pay under the Campus Lease for the same space or our\n 3 subtenants may fail to make lease payments, which may result in\n 4 impairment charges for [ROU] assets and prepaid lease costs and\n could have a negative impact on our financial condition and results of\n 5 operations. In addition, a partial termination of the lease could result in\n 6 . . . non-cash write-off of prepaid lease costs, the amounts of which\n could be material and which could have a negative impact on our\n 7 financial condition and results of operations.\n 8\n 146. Plainly, the risk warning in \u00b6 145 above was a generic, boilerplate\n 9\n provision that contemplated mere hypotheticals and was not tailored to Defendants\u2019\n10\n actual known risks regarding a likely material impairment charge associated with\n11\n Beyond Meat\u2019s PP&E, operating lease ROU assets, and prepaid lease costs, much\n12\n less that such an impairment charge amounted to tens of millions of dollars and\n13\n there was no way Defendants could hope to use or occupy the entire Campus\n14\n Headquarters given the Company\u2019s declining business, headcount reductions, and\n15\n ongoing active efforts to find an entity to sublet unused space.\n16\n 147. Likewise, the 2024 10-K downplayed risks that as mere hypotheticals\n17\n\n18 that \u201cmay\u201d or \u201ccould\u201d materialize related to potential future impairment charges\n\n19 more generally, while simultaneously touting Defendants\u2019 annual and, at times,\n20\n more frequent asset impairment analyses, stating, in relevant part:\n21\n\n22 The preparation of financial statements in accordance with GAAP\n involves making estimates, judgments and assumptions that affect\n23 reported amounts of assets (including intangible assets), liabilities,\n24 revenues and expenses. This includes estimates, judgments and\n assumptions for assessing the recoverability of our assets . . . . If any\n25 estimates, judgments or assumptions change in the future, the Company\n26 may be required to record additional expenses and/or impairment\n charges . . . .\n27\n\n28\n 41\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 45 of 82 Page ID\n #:616\n\n\n 1 We base our estimates on historical experience and on various other\n 2 assumptions that we believe to be reasonable under the\n circumstances, the results of which form the basis for making\n 3 judgments about the carrying values of assets and liabilities that are not\n 4 readily apparent from other sources. Our actual results may differ from\n these estimates under assumptions or conditions that may change in the\n 5 future. While we believe the assumptions and estimates we make are\n 6 reasonable, any changes to our assumptions or estimates, or any actual\n results which differ from our assumptions or estimates, could have a\n 7 material adverse effect on our financial position and operating results .\n 8 ...\n\n 9 We perform an asset impairment analysis on an annual basis or\n10 whenever events or changes in circumstances indicate that a long-\n lived asset group may not be recoverable. Failure to achieve forecasted\n11 operating results, due to weakness in the economic environment or\n12 other factors, changes in market conditions and declines in our market\n capitalization, the planned suspension of our operational activities in\n13 China, and failure to negotiate a partial lease termination or sublease,\n14 assign or otherwise transfer the unoccupied space of our Campus\n Headquarters, among other things, could result in impairment of our\n15 assets and adversely affect our operating results.\n16\n 148. Plainly, the risk warning in \u00b6 147 above was a generic, boilerplate\n17\n provision that contemplated mere hypotheticals and was not tailored to Defendants\u2019\n18\n actual known risks regarding the material impairment charge associated with\n19\n Beyond Meat\u2019s long-lived assets because the Company\u2019s long-lived assets had\n20\n already suffered substantial impairments in the tens of millions of dollars, which\n21\n Defendants knew through the results of the Global Operations Review.\n22\n 149. Appended as exhibits to the Company\u2019s 2024 10-K were certifications\n23\n signed by Defendants Brown and Kutua pursuant to the Section 302 of the\n24\n Sarbanes-Oxley Act of 2002 (\u201cSOX\u201d), in which each of Defendants Brown and\n25\n Kutua certified that they had \u201creviewed the annual report on Form 10-K of Beyond\n26\n Meat Inc. [and] . . . [b]ased on my knowledge [the] report does not contain any\n27\n untrue statement of a material fact or omit to state a material fact necessary to make\n28\n 42\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 46 of 82 Page ID\n #:617\n\n\n 1 the statements made, in light of the circumstances under which such statements\n 2 were made, not misleading with respect to the period covered by this report\u201d and\n 3 that the 2024 10-K \u201cfully complies with the requirements of Section 13(a) or\n 4 Section 15(d) of the Exchange Act\u201d and \u201cfairly presents, in all material respects, the\n 5 financial condition and results of operations\u201d of Beyond Meat.\n 6 150. Each of the above statements excerpted from the exhibits to Beyond\n 7 Meat\u2019s 2024 10-K was materially false and misleading because the 2024 10-K\n 8 \u201comitted to state a material fact necessary to make the statements made, in light of\n 9 the circumstances under which such statements were made, not misleading\u201d and did\n10 not \u201cfully comply with the requirements of Section 13(a) or 15(d) of the Exchange\n11 Act\u201d because the 2024 10-K misrepresented and/or failed to disclose that: (i) the\n12 Company\u2019s inventories were inflated because it had not written off unsaleable or\n13 obsolete inventory as required by GAAP and (ii) the book value of certain of\n14 Beyond Meat\u2019s long-lived assets exceeded their fair value by tens of millions of\n15 dollars and the Company would be required to record a material, non-cash\n16 impairment charge.\n17 B. Misstatements in Connection with Beyond Meat\u2019s Q1 2025 Financial\n18 Disclosures\n19 151. On May 7, 2025, Beyond Meat issued a press release reporting its\n20 financial results for Q1 of 2025 (\u201cQ1 2025 Release\u201d). In the Q1 2025 Release,\n21 Defendants reported, inter alia, that for the quarter, Beyond Meat\u2019s loss from\n22 operations \u201cincluded the following charges recorded in operating expenses: $4.6\n23 million in incremental legal fees associated with arbitration proceedings related to\n24 a previously-disclosed contractual dispute with a former co-manufacturer; $1.3\n25 million in non-cash charges arising from specific strategic decisions to increase\n26 inventory provision for donation of certain inventory items; and $1.2 million in\n27 expenses related to the suspension of our operational activities in China.\u201d\n28\n 43\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 47 of 82 Page ID\n #:618\n\n\n 1 152. The statements in \u00b6 151 above were false and misleading because\n 2 Defendants knowingly or recklessly misrepresented and/or failed to disclose that (i)\n 3 the Company\u2019s inventories were inflated because the Company had not written off\n 4 unsaleable or obsolete inventory as required by GAAP; (ii) the Global Operations\n 5 Review had uncovered that the book value of certain of Beyond Meat\u2019s long-lived\n 6 assets exceeded their fair value by tens of millions of dollars, making it highly likely\n 7 that the Company would be required to record a material, non-cash impairment\n 8 charge; and/or (iii) all the foregoing was likely to impair Beyond Meat\u2019s ability to\n 9 timely file its periodic filings with the SEC.\n10 153. The disclosures in \u00b6 152 above also violated Item 303 because\n11 Defendants limited their disclosure, however, to impairments concerning certain\n12 operating expenses, even though Defendants knew from the Global Operations\n13 Review that the Company\u2019s long-lived assets were already materially impaired.\n14 Defendants\u2019 limited disclosure was materially false and misleading in violation of\n15 Item 303 because the impairments to long-lived assets were known trends or\n16 uncertainties that were likely to have a material unfavorable impact on the\n17 Company\u2019s business and financial results.\n18 154. In the Q1 2025 Release, Defendants valued the Company\u2019s\n19 (i) inventory at $100.068 million; (ii) prepaid expenses and other current assets at\n20 $19.135 million; (iii) prepaid lease costs, non-current at $69.814 million; (iv) cost\n21 of goods sold at $69.796 million; (v) gross loss at $1.065 million; and (vi) loss from\n22 operations at $56.199 million; and (vii) net loss at $52.916 million.\n23 155. The statements in \u00b6 154 above were knowingly or recklessly materially\n24 false and misleading because, as Defendants later admitted, when inventory was\n25 correctly valued and expenses related to the Exchange Transaction properly\n26 accounted for, the correct value of the Company\u2019s:\n27 a. inventory had been overstated by 6.22%, and was actually $94.207\n28 million;\n 44\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 48 of 82 Page ID\n #:619\n\n\n 1 b. prepaid expenses and other current assets had been overstated by\n 2 26.94%, and was actually $55.194 million;\n\n 3 c. cost of goods sold had been understated by 6.95%, and was actually\n $75.013 million;\n 4\n\n 5 d. gross loss had increased 490%, and was actually $6.282 million;\n\n 6 e. loss from operations, after adjusting for other factors, was actually\n $116.553 million, an increase of $60.354 million, or 107.4%, $8.171\n 7\n million of which was attributable to inventory and Exchange\n 8 Transaction expense misstatements; and\n 9 f. net loss, after adjusting for other factors, was actually $113.27 million,\n10 an increase of $60.354 million, or 114.1%, $8.171 million of which\n was attributable to inventory and Exchange Transaction expense\n11 misstatements.\n12\n 156. The same day, Beyond Meat hosted a conference call with investors\n13\n and analysts to discuss its financial results for Q1 2025 (\u201cQ1 2025 Call\u201d). During\n14\n the call, Defendant Brown observed that the Company \u201crecorded a particularly large\n15\n inventory provision this quarter,\u201d i.e., a writedown of $4.3 million, \u201cas we sought\n16\n to dispose of certain inventories for strategic reasons. This inclusion in our COGS,\n17\n which is a non-cash impact, created a strong negative drag on margin for the quarter\n18\n but should benefit our real inventory carrying costs going forward.\u201d\n19\n 157. By choosing to opine on the size of the inventory provision,\n20\n Defendants took on an obligation to disclose the full truth, which they breached by\n21\n failing to disclose the true value of Beyond Meat\u2019s inventory. Accordingly, the\n22\n statements in \u00b6 156 above were knowingly or recklessly false and misleading\n23\n because Defendants misrepresented and/or failed to disclose that the value of the\n24\n Company\u2019s inventory was still inflated by an additional approximately $5.9 million.\n25\n In addition, by characterizing and calling attention to the \u201cinventory provision,\u201d i.e.,\n26\n writedown, the statements in \u00b6 156 gave investors the impression that the Company\n27\n had properly accounted for all its inventory, when it had not, and concealed the\n28\n 45\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 49 of 82 Page ID\n #:620\n\n\n 1 material risk that Beyond Meat would not be able to timely file its periodic filings\n 2 with the SEC.\n 3 158. On May 8, 2025, Beyond Meat filed its Q1 2025 10-Q, which reported\n 4 that, as of March 29, 2025, Beyond Meat\u2019s consolidated long-lived assets, including\n 5 PP&E and operating lease ROU assets, amounted to $301.912 million.\n 6 159. The foregoing statements in \u00b6 158 were materially false and\n 7 misleading because Defendants (i) knowingly or recklessly misrepresented the\n 8 value of Beyond Meat\u2019s long-lived assets; (ii) failed to disclose that the Global\n 9 Operations Review had uncovered that the book value of certain of Beyond Meat\u2019s\n10 long-lived assets exceeded their fair value by tens of millions of dollars, making it\n11 highly likely that the Company would be required to record a material, non-cash\n12 impairment charge; and/or (iii) concealed all the foregoing was likely to impair\n13 Beyond Meat\u2019s ability to timely file its periodic filings with the SEC.\n14 160. In the Q1 2025 10-Q, Defendants valued the Company\u2019s (i) inventory\n15 at $100.068 million; (ii) prepaid expenses and current assets at $19.135 million; (iii)\n16 prepaid lease costs, non-current 69.814 million; (iv) cost of goods sold at $69.796\n17 million; (v) gross loss at $1.065 million; and (vi) loss from operations at $56.199\n18 million; and (vii) net loss at $52.916 million.\n19 161. The statements in \u00b6 160 above were knowingly or recklessly materially\n20 false and misleading because, as Defendants later admitted, when inventory and\n21 long-lived assets were correctly valued and expenses related to the Exchange\n22 Transaction properly accounted for, the correct value of the Company\u2019s:\n23 a. inventory had been overstated by 6.22%, and was actually $94.207\n24 million;\n\n25 b. prepaid expenses and other current assets had been overstated by\n 26.94%, and was actually $55.194 million;\n26\n27 c. cost of goods sold had been understated by 6.95%, and was actually\n $75.013 million;\n28\n 46\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 50 of 82 Page ID\n #:621\n\n\n 1 d. gross loss had increased 490%, and was actually $6.282 million;\n 2 e. loss from operations, after adjusting for other factors, was actually\n 3 $116.553 million, an increase of $60.354 million, or 107.4%, $8.171\n million of which was attributable to inventory and Exchange\n 4\n Transaction expense misstatements; and\n 5\n f. net loss, after adjusting for other factors, was actually $113.27 million,\n 6 an increase of $60.354 million, or 114.1%, $8.171 million of which\n 7 was attributable to inventory and Exchange Transaction expense\n misstatements.\n 8\n 162. The Q1 2025 10-Q further disclosed that the Company\u2019s gross margin\n 9\n (i.e., gross profit/loss divided by net revenues) as a negative 1.5%.\n10\n 163. The statement in \u00b6 162 above was false and misleading, however, as\n11\n when the Company admitted its accounting errors, it further admitted that its actual\n12\n gross margin was actually negative 10.1%. In fact, when adjusted for excess\n13\n depreciation recorded on impaired long-lived assets, the Company\u2019s actual gross\n14\n margin was negative 9.1%, a change of 507%. This error was particularly material\n15\n to investors, because, according to Defendants, gross margin is one of the\n16\n Company\u2019s key performance goals and one of four \u201cmost important financial\n17\n performance measures used to link \u2018compensation actually paid\u2019 to\u201d the Company\u2019s\n18\n executive officers.\n19\n 164. The Q1 2025 10-Q also represented that\n20\n\n21 Our management, with the participation of our principal\n executive officer and our principal financial officer, has\n22\n evaluated the effectiveness of our disclosure controls and\n23 procedures as defined in Rules 13a-15(e) and 15d-15(e)\n under the Securities Exchange Act of 1934, as amended\n24\n (the \u201cExchange Act\u201d), as of the end of the period covered\n25 by this Quarterly Report on Form 10-Q. Based on that\n evaluation, our principal executive officer and principal\n26\n financial officer have concluded that, as of the end of the\n27 period covered by this Quarterly Report on Form 10-Q,\n our disclosure controls and procedures were effective to\n28\n 47\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 51 of 82 Page ID\n #:622\n\n\n 1 provide reasonable assurance that information we are\n 2 required to disclose in reports that we file or submit under\n the Exchange Act is recorded, processed, summarized, and\n 3 reported within the time periods specified in SEC rules and\n 4 forms, and that such information is accumulated and\n communicated to our management, including our\n 5 principal executive officer and principal financial\n 6 officer, as appropriate, to allow timely decisions\n regarding required disclosure.\n 7\n 165. The statement in \u00b6 164 above was false and misleading because, based\n 8\n on Defendants\u2019 later admissions, at the time of the statement there necessarily was\n 9\n a material weakness in the Company\u2019s internal control and procedures concerning\n10\n financial reporting, which Defendants knowingly or recklessly failed to disclose.\n11\n 166. The Q1 2025 10-Q also purported to warn of certain risks that \u201cmay\u201d\n12\n or \u201ccould\u201d materialize in connection with Beyond Meat\u2019s leasing arrangements. For\n13\n example, the Q1 2025 10-Q stated, inter alia:\n14\n Underutilization or cessation of our manufacturing facilities could\n15\n adversely affect our gross margin and other operating results and we\n16 may be required to . . . write down our long-lived assets, or shorten the\n useful lives and accelerate depreciation of our assets[.]\n17\n\n18 ***\n19\n We may not be able to build out or occupy the rest of the Campus\n20 Headquarters and are considering subleasing, assigning or otherwise\n transferring additional unoccupied space, or negotiating further partial\n21\n lease terminations but may be unable to enter into or negotiate such an\n22 agreement or partial termination, which could have an adverse effect\n on our operating and financial results. An agreement to partially\n23\n terminate, sublease, assign or otherwise transfer the unoccupied part of\n24 the Campus Headquarters would be subject to certain risks and\n uncertainties. For example, the agreement may not be completed on\n25\n terms advantageous to us [and] . . . may result in impairment charges\n26 for [ROU] assets and prepaid lease costs and could have a negative\n impact on our financial condition and results of operations. In addition,\n27\n a partial termination of the lease could result in a penalty payment to\n28\n 48\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 52 of 82 Page ID\n #:623\n\n\n 1 exit the lease and non-cash write-off of prepaid lease costs, the amounts\n 2 of which could be material and which could have a negative impact on\n our financial condition and results of operations.\n 3\n\n 4 167. The boilerplate risk warning in \u00b6 166 above was a generic, boilerplate\n\n 5 provision that contemplated mere hypotheticals and that was not tailored to\n\n 6 Defendants\u2019 actual known risks a material impairment charge associated with\n\n 7 Beyond Meat\u2019s long-lived assets, and was materially misleading for failing to\n\n 8 disclose that the Company\u2019s long-lived assets were already impaired.\n\n 9 168. Appended as an exhibit to the Q1 2025 10-Q were certifications signed\n\n10 by Defendants Brown and Kutua pursuant to Section 302 of SOX, in which\n\n11 Defendants Brown and Kutua each certified that (i) they had reviewed the Q1 2025\n\n12 10-Q; (ii) the Q1 2025 10-Q did not \u201ccontain any untrue statement of a material fact\n\n13 or omit to state a material fact necessary to make the statements made, in light of\n\n14 the circumstances in which such statements were made, not misleading with respect\n\n15 to the period covered by the report\u201d; (iii) the Q1 2025 10-Q\u2019s \u201cfinancial statements,\n\n16 and other financial information . . . fairly present in all material respects the\n\n17 financial condition, results of operations and cash flows of the registrant as of, and\n\n18 for, the periods presented in this report\u201d; and (iv) Defendants Brown and Kutua had\n\n19 \u201c[d]esigned such internal control over financial reporting, or caused such internal\n\n20 control over financial reporting to be designed under our supervision, to provide\n\n21 reasonable assurance regarding the reliability of financial reporting and the\n\n22 preparation of financial statements for external purposes in accordance with\n\n23 generally accepted accounting principles\u201d and \u201c[e]valuated the effectiveness of the\n\n24 registrant's disclosure controls and procedures and presented in this report our\n\n25 conclusions about the effectiveness of the disclosure controls and procedures.\u201d\n\n26 169. Also appended as an exhibit to the Q1 2025 10-Q were certifications\n\n27 signed by Defendants Brown and Kutua pursuant to 18 U.S.C. Section 1350, which\n\n28 attested that \u201c[t]he [Q1 2025 10-Q] fully complies with the requirements of Section\n 49\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 53 of 82 Page ID\n #:624\n\n\n 1 13(a) or 15(d) of the [Exchange Act] (15 U.S.C. 78m)\u201d and \u201cfairly presents, in all\n 2 material respects, the financial condition and results of operations\u201d of Beyond Meat.\n 3 170. Each of the statements and excerpts from the exhibits to Beyond\n 4 Meat\u2019s Q1 2025 10-Q was materially false and misleading because the Q1 2025 10-\n 5 Q \u201comitted to state a material fact necessary to make the statements made, in light\n 6 of the circumstances under which such statements were made, not misleading\u201d and\n 7 did not \u201cfully comply with the requirements of Section 13(a) or 15(d) of the\n 8 Exchange Act\u201d because the Q1 2025 10-Q misrepresented and/or failed to disclose\n 9 that: (i) there was a material weakness in Beyond Meat\u2019s internal control over\n10 financial reporting; (ii) the Company\u2019s inventories were inflated because it had not\n11 written off unsaleable or obsolete inventory as required by GAAP; (iii) the\n12 Company\u2019s prepaid expenses and other current assets were inflated because it had\n13 not properly accounted for expenses in connection with the Exchange Transaction;\n14 and (iv) the book value of certain of Beyond Meat\u2019s long-lived assets exceeded their\n15 fair value by tens of millions of dollars and the Company would be required to\n16 record a material, non-cash impairment charge.\n17 C. Misstatements in Connection with Beyond Meat\u2019s Q2 2025 Financial\n18 Disclosures\n19 171. On August 6, 2025, Beyond Meat issued a press release reporting its\n20 financial results for the second quarter (\u201cQ2\u201d) of 2025. Therein, Defendants\n21 reported, inter alia, that for the quarter, Beyond Meat\u2019s loss from operations\n22 \u201cincluded the following charges recorded in operating expenses: $4.5 million in\n23 certain non-routine SG&A [selling, general, and administrative] expenses; $2.5\n24 million in incremental legal expenses associated with arbitration proceedings\n25 related to a previously-disclosed contractual dispute with a former co-manufacturer;\n26 and $0.5 million in costs related to a partial lease termination of a portion of the\n27 Company\u2019s campus headquarters building in El Segundo, California[.]\u201d\n28\n 50\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 54 of 82 Page ID\n #:625\n\n\n 1 172. The statements in \u00b6 171 above were false and misleading because\n 2 Defendants knowingly or recklessly misrepresented and/or failed to disclose that\n 3 (i) the Company\u2019s inventories were inflated because the Company had not written\n 4 off unsaleable or obsolete inventory as required by GAAP; (ii) the Global\n 5 Operations Review had uncovered that the book value of certain of Beyond Meat\u2019s\n 6 long-lived assets exceeded their fair value by tens of millions of dollars, making it\n 7 highly likely that the Company would be required to record a material, non-cash\n 8 impairment charge; (iii) the Company was improperly treating expenses in\n 9 connection with the Exchange Transaction as assets, not expenses, and/or (iv) all\n10 the foregoing was likely to impair Beyond Meat\u2019s ability to timely file its periodic\n11 filings with the SEC.\n12 173. The disclosures in \u00b6 172 above also violated Item 303 because\n13 Defendants limited their disclosure, however, to impairments concerning certain\n14 operating expenses, even though Defendants knew from the Global Operations\n15 Review that the Company\u2019s long-lived assets were already materially impaired.\n16 Defendants\u2019 limited disclosure was materially false and misleading in violation of\n17 Item 303 because the impairments to long-lived assets were known trends or\n18 uncertainties that were likely to have a material unfavorable impact on the\n19 Company\u2019s business and financial results.\n20 174. In the Q2 2025 Release, Defendants valued the Company\u2019s\n21 (i) inventory at $110.868 million and (ii) prepaid expenses and current assets at\n22 $42.596 million.\n23 175. The statements in \u00b6 174 above were knowingly or recklessly materially\n24 false and misleading because, as Defendants later admitted, when inventory was\n25 correctly valued and expenses related to the Exchange Transaction and other debt\n26 issuance costs properly accounted for, the correct value of the Company\u2019s:\n27 a. inventory had been overstated by 6.26%, and was actually $104.337\n28 million; and\n 51\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 55 of 82 Page ID\n #:626\n\n\n 1 b. prepaid expenses and other current assets had been overstated by\n 2 15.21%, and was actually $36.973 million.\n\n 3 176. On August 8, 2025, Beyond Meat filed a quarterly report on Form 10-\n 4 Q with the SEC, reporting the Company\u2019s financial and operating results for its Q2\n 5 ended June 28, 2025 (the \u201cQ2 2025 10-Q\u201d). The Q2 2025 10-Q reported that, as of\n 6 June 28, 2025, Beyond Meat\u2019s consolidated long-lived assets, including PP&E, and\n 7 operating lease ROU assets, amounted to $379.787 million.\n 8 177. The foregoing statements in \u00b6 176 were materially false and\n 9 misleading because Defendants (i) knowingly or recklessly misrepresented the\n10 value of Beyond Meat\u2019s long-lived assets; (ii) failed to disclose that the Global\n11 Operations Review had uncovered that the book value of certain of Beyond Meat\u2019s\n12 long-lived assets exceeded their fair value by tens of millions of dollars in long-\n13 lived assets, making it highly likely that the Company would be required to record\n14 a material, non-cash impairment charge; and/or (iii) concealed all the foregoing was\n15 likely to impair Beyond Meat\u2019s ability to timely file its periodic filings with the\n16 SEC.\n17 178. In the Q2 2025 Release, Defendants valued the Company\u2019s\n18 (i) inventory at $110.868 million and (ii) prepaid expenses and other current assets\n19 at $42.596 million.\n20 179. The statements in \u00b6 178 above were knowingly or recklessly materially\n21 false and misleading because, as Defendants later admitted, when inventory was\n22 correctly valued and expenses related to the Exchange Transaction and other debt\n23 issuance costs properly accounted for, the correct value of the Company\u2019s:\n24 a. inventory had been overstated by 6.26%, and was actually $104.337\n million; and\n25\n\n26 b. prepaid expenses and current assets had been overstated by 15.21%,\n and was actually $36.973 million.\n27\n\n28\n 52\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 56 of 82 Page ID\n #:627\n\n\n 1 180. The Q2 2025 10-Q further disclosed that the Company\u2019s gross margin\n 2 (i.e., gross profit divided by net revenues) was 11.5%.\n 3 181. The statement in \u00b6 180 above was false and misleading, however, as\n 4 when the Company admitted its accounting errors, it further admitted that its actual\n 5 gross margin was 10.6%.\n 6 182. The Q2 2025 10-Q further disclosed that the Company\u2019s loss from\n 7 operations was $34.912 million and net loss was $29.242 million.\n 8 183. The statement in \u00b6 182 above was false and misleading, however,\n 9 because when the Company admitted its accounting errors, it further admitted that\n10 its actual loss from operations was $37.515 million and its net loss was $31.845\n11 million.\n12 184. The Q2 2025 10-Q also purported to warn of certain risks that \u201cmay\u201d\n13 or \u201ccould\u201d materialize in connection with Beyond Meat\u2019s leasing arrangements. For\n14 example, the Q2 2025 10-Q stated, inter alia:\n15 Underutilization or cessation of our manufacturing facilities could\n16\n adversely affect our gross margin and other operating results and we\n may be required to . . . write down our long-lived assets, or shorten the\n17 useful lives and accelerate depreciation of our assets[.]\n18\n ***\n19\n20 We may not be able to build out or occupy the rest of the Campus\n Headquarters and are considering subleasing, assigning or otherwise\n21 transferring additional unoccupied space, or negotiating further partial\n22 lease terminations but may be unable to enter into or negotiate such an\n agreement or partial termination, which could have an adverse effect\n23 on our operating and financial results. An agreement to partially\n24 terminate, sublease, assign or otherwise transfer the unoccupied part of\n the Campus Headquarters would be subject to certain risks and\n25 uncertainties. For example, the agreement may not be completed on\n26 terms advantageous to us [and] . . . may result in impairment charges\n for [ROU] assets and prepaid lease costs and could have a negative\n27 impact on our financial condition and results of operations. In addition,\n28 a partial termination of the lease could result in a penalty payment to\n 53\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 57 of 82 Page ID\n #:628\n\n\n 1 exit the lease and non-cash write-off of prepaid lease costs, the amounts\n 2 of which could be material and which could have a negative impact on\n our financial condition and results of operations.\n 3\n\n 4 185. The boilerplate risk warning in \u00b6 184 above was a generic, boilerplate\n\n 5 provision that contemplated mere hypotheticals and was not tailored to Defendants\u2019\n\n 6 actual known risks regarding a material impairment charge associated with Beyond\n\n 7 Meat\u2019s long-lived assets, and was materially misleading for failing to disclose that\n\n 8 the Company\u2019s long-lived assets were already impaired.\n\n 9 186. The Q2 2025 10-Q also represented that\n\n10 Our management, with the participation of our principal\n11 executive officer and our principal financial officer, has\n evaluated the effectiveness of our disclosure controls and\n12 procedures as defined in Rules 13a-15(e) and 15d-15(e)\n13 under the Securities Exchange Act of 1934, as amended\n (the \u201cExchange Act\u201d), as of the end of the period covered\n14 by this Quarterly Report on Form 10-Q. Based on that\n15 evaluation, our principal executive officer and principal\n financial officer have concluded that, as of the end of the\n16 period covered by this Quarterly Report on Form 10-Q,\n17 our disclosure controls and procedures were effective to\n provide reasonable assurance that information we are\n18 required to disclose in reports that we file or submit under\n19 the Exchange Act is recorded, processed, summarized, and\n reported within the time periods specified in SEC rules and\n20 forms, and that such information is accumulated and\n21 communicated to our management, including our\n principal executive officer and principal financial\n22 officer, as appropriate, to allow timely decisions\n23 regarding required disclosure.\n24 187. The statement in \u00b6 186 above was false and misleading because, based\n25 on Defendants\u2019 later admissions, at the time of the statement there necessarily was\n26 a material weakness in the Company\u2019s internal control and procedures concerning\n27 financial reporting, which Defendants knowingly or recklessly failed to disclose.\n28\n 54\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 58 of 82 Page ID\n #:629\n\n\n 1 188. Appended as exhibits to the Q2 2025 10-Q were certifications signed\n 2 by Defendants Brown and Kutua pursuant to Section 302 of SOX, in which\n 3 Defendants Brown and Kutua each certified that (i) they had reviewed the Q2 2025\n 4 10-Q; (ii) the Q2 2025 10-Q did not \u201ccontain any untrue statement of a material fact\n 5 or omit to state a material fact necessary to make the statements made, in light of\n 6 the circumstances in which such statements were made, not misleading with respect\n 7 to the period covered by the report\u201d; (iii) the Q2 2025 10-Q\u2019s \u201cfinancial statements,\n 8 and other financial information . . . fairly present in all material respects the\n 9 financial condition, results of operations and cash flows of the registrant as of, and\n10 for, the periods presented in this report\u201d; (iv) and Defendants Brown and Kutua had\n11 \u201c[d]esigned such internal control over financial reporting, or caused such internal\n12 control over financial reporting to be designed under our supervision, to provide\n13 reasonable assurance regarding the reliability of financial reporting and the\n14 preparation of financial statements for external purposes in accordance with\n15 generally accepted accounting principles\u201d and \u201c[e]valuated the effectiveness of the\n16 registrant's disclosure controls and procedures and presented in this report our\n17 conclusions about the effectiveness of the disclosure controls and procedures.\u201d\n18 189. Also appended as an exhibit to the Q2 2025 10-Q were certifications\n19 signed by Defendants Brown and Kutua pursuant to 18 U.S.C. Section 1350, which\n20 attested that \u201c[t]he [Q1 2025 10-Q] fully complies with the requirements of Section\n21 13(a) or 15(d) of the [Exchange Act] (15 U.S.C. 78m)\u201d and \u201cfairly presents, in all\n22 material respects, the financial condition and results of operations\u201d of Beyond Meat.\n23 190. Each of the statements and excerpts from the exhibits to Beyond\n24 Meat\u2019s Q2 2025 10-Q was materially false and misleading because the Q2 2025 10-\n25 Q \u201comitted to state a material fact necessary to make the statements made, in light\n26 of the circumstances under which such statements were made, not misleading\u201d and\n27 did not \u201cfully comply with the requirements of Section 13(a) or 15(d) of the\n28\n 55\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 59 of 82 Page ID\n #:630\n\n\n 1 Exchange Act\u201d because the Q2 2025 10-Q misrepresented and/or failed to disclose\n 2 that: (i) there was a material weakness in Beyond Meat\u2019s internal control over\n 3 financial reporting; (ii) the Company\u2019s inventories were inflated because it had not\n 4 written off unsaleable or obsolete inventory as required by GAAP; (iii) the\n 5 Company\u2019s prepaid expenses and other current assets were inflated because it had\n 6 not properly accounted for expenses in connection with the Exchange Transaction\n 7 and other debt issuance costs as required by GAAP; and (iv) the book value of\n 8 certain of Beyond Meat\u2019s long-lived assets exceeded their fair value by tens of\n 9 millions of dollars and the Company would be required to record a material, non-\n10 cash impairment charge.\n11 D. Misstatements in Connection with Beyond Meat\u2019s Q3 2025 Financial\n12 Disclosures\n13 191. On November 10, 2025, Beyond Meat issued a press release reporting\n14 its financial results for Q3 2025. In the Q3 2025 Release, Defendants valued the\n15 Company\u2019s (i) inventory at $110.294 million; (ii) prepaid expenses and other\n16 current assets at $31.048 million; and (iii) gross profit at $7.230 million.\n17 192. The statements in \u00b6 191 above were knowingly or recklessly materially\n18 false and misleading because, as Defendants later admitted, when inventory was\n19 correctly valued and expenses related to the Exchange Transaction and other debt\n20 issuance costs properly accounted for, the correct value of the Company\u2019s:\n21 a. inventory had been overstated by 8.39%, and was actually $101.760\n22 million;\n\n23 b. prepaid expenses and other current assets had been overstated by\n 130.75%, and was actually $13.455 million; and\n24\n\n25 c. gross profit had decreased by 27.7%, and was actually $5.228 million.\n\n26 193. On November 12, 2025, Beyond Meat filed a quarterly report on Form\n27 10-Q with the SEC, reporting the Company\u2019s financial and operating results for its\n28 Q2 ended September 27, 2025 (the \u201cQ3 2025 10-Q\u201d).\n 56\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 60 of 82 Page ID\n #:631\n\n\n 1 194. In the Q3 2025 10-Q, Defendants valued the Company\u2019s (i) inventory\n 2 at $100.294 million; (ii) prepaid expenses and current assets at $31.048 million; and\n 3 (iii) gross profit at $7.230 million.\n 4 195. The statements in \u00b6 194 above were knowingly or recklessly materially\n 5 false and misleading because, as Defendants later admitted, when inventory was\n 6 correctly valued and expenses related to the Exchange Transaction properly\n 7 accounted for, the correct value of the Company\u2019s:\n 8 a. inventory had been overstated by 8.39%, and was actually $101.760\n 9 million;\n\n10 b. prepaid expenses and other current assets had been overstated by\n 130.75%, and was actually $13.455 million; and\n11\n\n12 c. gross profit had decreased by 27.7%, and was actually $5.228 million.\n\n13 196. The Q3 2025 10-Q, further disclosed that the Company\u2019s gross margin\n14 (i.e., gross profit divided by net revenues) was 10.3%.\n15 197. The statement in \u00b6 196 above was false and misleading, however, as\n16 when the Company admitted its accounting errors, it further admitted that its actual\n17 gross margin was 7.4%, a 28.2% change. This error was particularly material to\n18 investors, because, according to Defendants, gross margin is one of the Company\u2019s\n19 key performance goals and one of four \u201cmost important financial performance\n20 measures used to link \u2018compensation actually paid\u2019 to\u201d the Company\u2019s executive\n21 officers.\n22 198. In the Q3 2025 10-Q, Defendants also disclosed that the Company\u2019s\n23 loss from operations of $112.331 million and net loss of $110.681 million.\n24 199. The statement in \u00b6 198 above was false and misleading, however, as\n25 when the Company admitted its accounting errors, it further admitted that its actual\n26 loss from operations was $98.107 million and its net loss was $97.008 million.\n27 200. Appended as exhibits to the Q3 2025 10-Q were certifications signed\n28 by Defendants Brown and Kutua pursuant to Section 302 of SOX, in which\n 57\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 61 of 82 Page ID\n #:632\n\n\n 1 Defendants Brown and Kutua each certified that (i) they had reviewed the Q3 2025\n 2 10-Q; (ii) the Q3 2025 10-Q did not \u201ccontain any untrue statement of a material fact\n 3 or omit to state a material fact necessary to make the statements made, in light of\n 4 the circumstances in which such statements were made, not misleading with respect\n 5 to the period covered by the report\u201d; (iii) the Q3 2025 10-Q\u2019s \u201cfinancial statements,\n 6 and other financial information . . . fairly present in all material respects the\n 7 financial condition, results of operations and cash flows of the registrant as of, and\n 8 for, the periods presented in this report\u201d; and (iv) Defendants Brown and Kutua had\n 9 \u201c[d]esigned such internal control over financial reporting, or caused such internal\n10 control over financial reporting to be designed under our supervision, to provide\n11 reasonable assurance regarding the reliability of financial reporting and the\n12 preparation of financial statements for external purposes in accordance with\n13 generally accepted accounting principles\u201d and \u201c[e]valuated the effectiveness of the\n14 registrant's disclosure controls and procedures and presented in this report our\n15 conclusions about the effectiveness of the disclosure controls and procedures.\u201d\n16 201. Also appended as an exhibit to the Q3 2025 10-Q were certifications\n17 signed by Defendants Brown and Kutua pursuant to 18 U.S.C. Section 1350, which\n18 attested that \u201c[t]he [Q3 2025 10-Q] fully complies with the requirements of Section\n19 13(a) or 15(d) of the [Exchange Act] (15 U.S.C. 78m)\u201d and \u201cfairly presents, in all\n20 material respects, the financial condition and results of operations\u201d of Beyond Meat.\n21 202. Each of the statements and excerpts from the exhibits to Beyond\n22 Meat\u2019s Q3 2025 10-Q was materially false and misleading because the Q3 2025 10-\n23 Q \u201comitted to state a material fact necessary to make the statements made, in light\n24 of the circumstances under which such statements were made, not misleading\u201d and\n25 did not \u201cfully comply with the requirements of Section 13(a) or 15(d) of the\n26 Exchange Act\u201d because the Q3 2025 10-Q misrepresented and/or failed to disclose\n27 that: (i) there was a material weakness in Beyond Meat\u2019s internal control over\n28\n 58\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 62 of 82 Page ID\n #:633\n\n\n 1 financial reporting; (ii) the Company\u2019s inventories were inflated because it had not\n 2 written off unsaleable or obsolete inventory as required by GAAP; (iii) the\n 3 Company\u2019s prepaid expenses and other current assets were inflated because it had\n 4 not properly accounted for expenses in connection with the Exchange Transaction\n 5 as required by GAAP; and (iv) the book value of certain of Beyond Meat\u2019s long-\n 6 lived assets exceeded their fair value by tens of millions of dollars and the Company\n 7 would be required to record a material, non-cash impairment charge.\n 8 THE TRUTH BEGINS TO EMERGE\n 9 203. The truth began to emerge on October 24, 2025, when, during pre-\n10 market hours, Beyond Meat filed the Q3 2025 8-K. Therein, Defendants revealed\n11 that the Company expected to record a \u201cmaterial,\u201d unquantified non-cash\n12 impairment charge related to certain of its long-lived assets, stating, in relevant part:\n13 [T]he Company expects to record a non-cash impairment charge for\n14 the three months ended September 27, 2025, related to certain of its\n long-lived assets. The Company\u2019s recoverability test . . . preliminarily\n15 indicated that the carrying amount of certain of its long-lived assets was\n16 not recoverable from the projected undiscounted future cash flows of\n the relevant asset group. Although the impairment charge is expected\n17 to be material, the Company is not yet able to reasonably quantify the\n18 amount at this time.\n\n19 204. The foregoing disclosure gained immediate media attention. For\n20 example, the same day during pre-market hours, The Wall Street Journal published\n21 an article entitled \u201cBeyond Meat Expects Impairment Charge, Revenue In Line\n22 With Target,\u201d which likewise noted that the Company \u201canticipated a noncash\n23 impairment charge tied to some long-lived assets\u201d that \u201cit expects . . . to be\n24 material,\u201d but \u201ccan\u2019t yet quantify the amount.\u201d The same day, other news outlets\n25 that regularly cover the securities markets similarly reported on the foregoing\n26 disclosure, including, inter alia, Benzinga in an article entitled \u201cBeyond Meat Stock\n27 Slips, Traders Chew On Q3 Estimates,\u201d which noted, inter alia, that the \u201clarge non-\n28\n 59\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 63 of 82 Page ID\n #:634\n\n\n 1 cash impairment\u201d \u201cmean[s] the book value of some long-term assets (factories,\n 2 equipment, etc.) is higher than what they\u2019re worth and those assets must be \u2018written\n 3 down.\u2019\u201d\n 4 205. Also on October 24, 2025, multiple analysts issued notes addressing\n 5 Beyond Meat\u2019s disclosures in the Q3 2025 8-K. For example, Mizuho Securities\n 6 USA (\u201cMizuho\u201d) stated, in relevant part, that \u201c[a]lthough non-cash in nature, the\n 7 charge reinforces a more subdued multi-year outlook for operations\u201d and\n 8 \u201cconfirm[s] our reduced estimates for LT [long-term] 10-yr U.S. plant-based meat\n 9 category sales ($2.4B from prior $4B).\u201d Similarly, BTIG stated, in relevant part,\n10 that \u201cwe think the [Company\u2019s] primary motivation [for filing the Q3 2025 8-K]\n11 was to foretell the large asset impairment charge coming with 3Q earnings\u201d and that\n12 \u201c[w]e remain on the sidelines as we continue to see no recovery in sales trends, no\n13 progress towards sustainable financials with cash burn likely worse than last year,\n14 and tough financing arrangements[.]\u201d\n15 206. Following Beyond Meat\u2019s filing of the Q3 2025 8-K, the Company\u2019s\n16 stock price fell $0.66 per share, or 23.06%, to close at $2.19 per share on October\n17 24, 2025.\n18 207. On November 3, 2025, during pre-market hours, Defendants issued the\n19 Q3 2025 Delay Notice, which stated that the Company needed additional time\n20 before filing the Q3 2025 10-Q to complete the previously disclosed impairment\n21 review. Specifically, the press release stated, in relevant part:\n22 Beyond Meat . . . is rescheduling the reporting of its\n23 financial results for the third quarter ended September 27,\n 2025 to Tuesday, November 11, 2025 after market close.\n24\n As previously disclosed on Form 8-K filed on October 24,\n25\n 2025, the Company expects to record a non-cash\n26 impairment charge for the three months ended September\n 27, 2025 related to certain of its long-lived assets.\n27\n Although the Company expects this charge to be material,\n28 the Company is not yet able to reasonably quantify the\n 60\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 64 of 82 Page ID\n #:635\n\n\n 1 amount, and requires additional time, resources and effort\n 2 to finalize its assessment, and therefore is rescheduling its\n previously-announced conference call to Tuesday,\n 3 November 11, 2025.\n 4\n 208. This disclosure, too, was the subject of considerable and immediate\n 5\n media attention, including articles published by a slew of media outlets the same\n 6\n day. For example, in an article entitled \u201cBeyond Meat Shares Fall as Impairment\n 7\n Charge Delays 3Q Results,\u201d Bloomberg reported that \u201cBeyond Meat shares are\n 8\n down 8.2% in premarket trading after the plant-based protein company postponed\n 9\n the release of its 3Q results to Nov. 11 as it finalizes an assessment of a material\n10\n non-cash impairment charge tied to certain long-lived assets.\u201d Similarly, in an\n11\n article entitled \u201cBeyond Meat delays quarterly earnings report to November 11,\u201d\n12\n Reuters, too, reported that the Q3 2025 Delay Notice had resulted in a sharp decline\n13\n in Beyond Meat\u2019s stock price, stating that the Company \u201cis delaying its third-quarter\n14\n results report by a week as it requires more time to quantify an impairment charge\n15\n related to some of its assets, sending its shares about 12% lower in early trading on\n16\n Monday.\u201d Yahoo! Finance, Business Insider, Seeking Alpha, and TalkMarkets,\n17\n among other investor news outlets, similarly reported on the decline in Beyond\n18\n Meat\u2019s stock price as investors digested the Company\u2019s disclosures in the Q3 2025\n19\n Delay Notice.\n20\n 209. Ultimately, following Beyond Meat\u2019s publication of the Q3 2025\n21\n Delay Notice, the Company\u2019s stock price fell $0.27 per share, or 16.01%, to close\n22\n at $1.39 per share on November 3, 2025.\n23\n 210. The truth continued to leak out and concealed risks continued to\n24\n emerge on November 7, 2025, when, after markets closed, Defendants filed a\n25\n Notification of Late Filing on Form 12b-25, which disclosed that, when Beyond\n26\n Meat was eventually able to file its Q3 2025 10-Q:\n27\n the Company expects to report that a material weakness\n28 in the Company\u2019s internal control over financial\n 61\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 65 of 82 Page ID\n #:636\n\n\n 1 reporting existed as of September 27, 2025, related to\n 2 controls associated with the accounting for non-\n recurring and complex transactions. Management has\n 3 preliminarily concluded that inadequate technical\n 4 resources are currently in place to effectively evaluate and\n determine the proper recording of such transactions, and\n 5 the Company has begun to work on a remediation plan. As\n 6 a result of the expected material weakness, the Company\n believes that its internal control over financial reporting\n 7 was not effective, and its disclosure controls and\n 8 procedures were not effective, as of September 27, 2025.\n\n 9 211. As with the Company\u2019s disclosures over the prior two weeks, this\n10 disclosure was widely disseminated by the media. Within minutes of the filings,\n11 Bloomberg published a release entitled, \u201cBeyond Meat Delays 10-Q, Expects to\n12 Report Material Weakness,\u201d which noted that \u201cManagement does not anticipate\n13 making any adjustments to its previously issued financial statements.\u201d Less than\n14 two hours later a different Bloomberg journalist followed up with an article entitled,\n15 \u201cBeyond Meat Warns of \u2018Material Weakness\u2019 in Financial Reporting.\u201d\n16 212. On this news, the Company\u2019s stock price fell $0.05 per share, or 3.6%,\n17 to close at $1.34 per share on November 10, 2025.\n18 213. Minutes after the markets closed on November 10, 2025, Beyond Meat\n19 issued a press release reporting its financial results for Q3 2025 (the \u201cQ3 2025\n20 Earnings Release\u201d). Among other results, Beyond Meat reported that its loss from\n21 operations for the quarter \u201cwas $112.3 million, or operating margin of -160.0%,\n22 compared to loss from operations of $30.9 million, or operating margin of -38.2%,\n23 in the year-ago period[,]\u201d which \u201cincluded $77.4 million in non-cash impairment\n24 charges related to certain of the Company\u2019s long-lived assets.\u201d\n25 214. On this news, Beyond Meat\u2019s stock price fell $0.12 per share, or\n26 8.96%, to close at $1.22 per share on November 11, 2025.\n27 215. Minutes after the markets closed on November 11, 2025, Beyond Meat\n28 hosted a conference call with investors and analysts to discuss its financial results\n 62\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 66 of 82 Page ID\n #:637\n\n\n 1 for Q3 2025 (the \u201cQ3 2025 Earnings Call\u201d). During the call, Defendant Kutua\n 2 disclosed, in relevant part, that \u201c[t]he total impairment amount of $77.4 million was\n 3 . . . allocated to PP&E, operating lease ROU assets and prepaid lease costs on our\n 4 balance sheet.\u201d Neither the Q3 2025 Earnings Release nor Defendant Kutua,\n 5 however, disclosed that the Company had inflated its inventory by $8.5 million,\n 6 miscategorized $14.1 million in costs associated with the Exchange Transaction,\n 7 and failed to take a $3.4 million impairment of long-lived assets associated with the\n 8 Company\u2019s exit from China, all of which had the effect of reducing Beyond Meat\u2019s\n 9 net loss. Indeed, the Q3 2025 10-Q expressly stated that the material weakness was\n10 solely related to the Company\u2019s \u201cprocess-level controls associated with the\n11 identification and accounting\u201d for \u201cnon-recurring and complex transactions.\u201d\n12 216. As with the Q3 2025 8-K and Delay Notice, Defendants\u2019 disclosures\n13 in the Q3 2025 Earnings Release and Call shocked the market. For example, on\n14 November 10, 2025, investor news website Stocktwits published an article entitled\n15 \u201cIs Beyond Meat\u2019s \u2018Meme\u2019 Moment Over? Stock Plunges After-Hours As $81M\n16 Charge, Shrinking Sales Dent Sentiment,\u201d reporting that the Company\u2019s \u201cshares\n17 tumbled 9% in after-hours trading on Monday after the company\u2019s quarterly report\n18 revealed [inter alia] . . . [the] significant impairment charge.\u201d Similarly, during pre-\n19 market hours the following day, The Motely Fool published an article entitled \u201cNo\n20 Bottom in Sight for Beyond Meat\u2019s Crashing Sales,\u201d stating, in relevant part, that\n21 the \u201cimpairment charge of $77.4 million against long-lived assets in the third\n22 quarter . . . dragged down the [Company\u2019s] bottom line.\u201d Between November 10\n23 and 11, 2025, various other news outlets including, inter alia, The Wall Street\n24 Journal, Reuters, and Seeking Alpha similarly published articles addressing\n25 Defendants\u2019 disclosures in the Q3 2025 Earnings Release and Call.\n26 217. Multiple analysts, too, reacted negatively to Defendants\u2019 disclosures\n27 in the Q3 2025 Earnings Release and Call. For example, on November 11, 2025,\n28\n 63\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 67 of 82 Page ID\n #:638\n\n\n 1 Barclays Research published a note stating that Beyond Meat\u2019s \u201c[p]rofits were\n 2 overall weaker than expected as [it] faced a significant non-cash impairment charge\n 3 of $77.4mn related to certain long-lived assets\u201d and that \u201c[b]ottom line was a\n 4 significant miss due to the aforementioned one-time costs as well as a significant\n 5 increase in interest expense.\u201d Similarly, the same day, Mizuho published a note\n 6 stating that Beyond Meat\u2019s \u201c[r]esults confirmed a sizable impairment charge\n 7 ($77MM) and Q4 revenue guided below consensus[, which] implies weaker yr/yr\n 8 growth vs. Q3 despite softer comp.\u201d BTIG issued a similar note on November 12,\n 9 2025, stating, inter alia, that \u201cwe don\u2019t have enough confidence the [Company\u2019s]\n10 business can return to sustainable, positive EBITDA\u201d within the next two years, and\n11 that Defendants\u2019 \u201cgross margin outlook has consistently been overly optimistic[.]\u201d\n12 218. Following Defendants\u2019 disclosure of the $77.4 million writedown,\n13 Beyond Meat\u2019s stock price fell an additional $0.11 per share, or 8.61%, to close at\n14 $1.12 per share on November 12, 2025.\n15 219. The truth continued to emerge and concealed risks continued to\n16 materialize on March 16, 2026, when the Defendants belatedly disclosed that the\n17 filing of its Annual Report on Form 10-K for the 2025 Fiscal Year would be\n18 delayed. Shortly after markets had closed, Defendants issued a press release stating\n19 that:\n20 delay the filing of its Annual Report on Form 10-K for the\n21 full year ended December 31, 2025. The filing is delayed\n because the Company requires additional time to complete\n22 a review and analysis related to its inventory balances,\n23 including amounts recorded for the provision of excess\n and obsolete inventory\u2026.As a result of these issues,\n24 management expects to report that a material weakness in\n25 the Company\u2019s internal control over financial reporting\n existed as of December 31, 2025, related to controls\n26 associated with the accounting for its inventory provision.\n27\n\n28\n 64\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 68 of 82 Page ID\n #:639\n\n\n 1 220. This was the first time investors learned that the material weakness\n 2 was connected to the Company\u2019s inventory, a fact that the press quickly picked up\n 3 on. For example, on March 17, 2026, the website Seeking Alpha published an article\n 4 entitled, \u201cWall Street Breakfast Podcast: Beyond Meat Slides On Report Delay,\u201d\n 5 which observed that the Company\u2019s share price had already slid 4.6% in pre-market\n 6 trading after disclosing the material weakness. The next day, on March 18, 2026,\n 7 Bloomberg published an article entitled \u201cBeyond Meat delays FY25 results amid\n 8 accounting investigation,\u201d which noted that the weakness was an evolution of the\n 9 issues first disclosed by the Company the prior November. Likewise, TheStreet.com\n10 published an article entitled, \u201cBeyond Meat Has an Inventory Problem,\u201d which\n11 linked an expected upcoming announcement of revenue losses to the disclosed\n12 material weakness concerning \u201cinventory balance issue.\u201d Analysts picked up on the\n13 disclosure as well, with Barclays quickly releasing a report entitled \u201c4Q Preliminary\n14 Results and Delayed 10-K\u201d that kept the Company rated \u201cunderweight\u201d in part\n15 because of the disclosure of inventory problems.\n16 221. Following Defendants\u2019 disclosure of the second material weakness,\n17 Beyond Meat\u2019s stock price fell an additional $0.06 per share, or 7.37%, to close at\n18 $0.75 per share on March 17, 2026.\n19 222. The truth fully emerged and the concealed risks fully materialized on\n20 March 31, 2026, when, after the close of trading, Defendants issued a press release\n21 belatedly reporting the Company\u2019s fourth quarter and full year 2025 financial\n22 results (\u201cFY25 Earnings Release\u201d).\n23 223. Among other things, the FY25 Earnings Release disclosed that Beyond\n24 Meat\u2019s quarterly financial statements for the first three fiscal quarters of 2025\n25 contained material misstatements (which Defendants absurdly attempted to\n26 characterize as immaterial), including that (i) the value of the Company\u2019s inventory\n27 was overstated in each of the first three quarters of 2025 because Defendants had\n28\n 65\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 69 of 82 Page ID\n #:640\n\n\n 1 failed to write off excess and obsolete inventory; (ii) Defendants had misclassified\n 2 $14.1 million in expenses related to the Exchange Transaction as assets not\n 3 expenses; and (iii) the $77.4 impairment of long-lived assets disclosed in November\n 4 2025 was overstated by $26.1 million.\n 5 224. In addition, the FY25 Earnings Release further disclosed that although\n 6 GAAP required Beyond Meat to record $14.1 million of costs for professional\n 7 services related to the Exchange Transaction on its income statement as \u201cselling,\n 8 general, and administrative expenses,\u201d Defendants had capitalized the $14.1 million\n 9 on its balance sheet as \u201cprepaid expenses and other current assets,\u201d, which had the\n10 effect of understating the Company\u2019s loss from operations by 2.0%, or $2.3\n11 million, in Q1 2025 and 5.3%, or $1.9 million in Q2 2025, as well as failing to\n12 properly record $9.9 million expenses in Q3 2025, which represented 8.8% of the\n13 $122.3 million loss from operations the Company initially reported, and 21.1% of\n14 the loss from operations the Company ultimately reported.\n15 225. Following Defendants\u2019 disclosure of their false statements in each of\n16 the first three quarters of 2025, Beyond Meat\u2019s stock price fell an additional $0.08\n17 per share, or 11.57%, to close at $0.62 per share on April 1, 2026.\n18 226. As a result of Defendants\u2019 wrongful acts and omissions, and the\n19 precipitous decline in the market value of the Company\u2019s securities, Plaintiffs and\n20 other Class members have suffered significant losses and damages.\n21 SCIENTER ALLEGATIONS\n22 227. As set forth above, Defendants each had scienter as to the false and\n23 misleading nature of their statements because they each knew or, at a minimum,\n24 recklessly disregarded the facts described in the Substantive Allegations and\n25 Materially False and Misleading Statements sections above, for the following\n26 reasons:\n27 \u2022 Defendants had a motive for the fraud in that the Beyond Meat had $1.142\n28 billion in debt against only $275 million in annual revenues and with only\n 66\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 70 of 82 Page ID\n #:641\n\n\n 1 $102 million in cash in the bank. Defendants were thus motivated to conceal\n 2 the overstated inventory, mischaracterized Exchange Transaction expenses,\n impaired long-term assets, and material weaknesses in internal control over\n 3 financial reporting so that they could negotiate more favorable terms for the\n 4 Exchange Transaction.\n\n 5 \u2022 Defendants\u2019 Q3 2025 10-Q averred that the initial long-lived asset\n impairment and material weakness concerning accounting for complex non-\n 6\n recurring transactions were identified prior to September 27, 2025.\n 7 Accordingly, Defendants\u2019 motive for the fraud is also reflected in\n Defendants\u2019 suspiciously timed disclosure of the long-lived asset impairment\n 8\n only days after over 96% of 2027 Noteholders had tendered their 2027 Notes\n 9 and the revocation deadline had passed. Likewise, Defendants conveniently\n waited to disclose the initial material weakness in accounting controls\n10\n concerning non-routine and complex transactions until only days after the\n11 Exchange Transaction had settled, and did not disclose the second material\n weakness, inflated inventory, miscategorized Exchange Transaction\n12\n expenses, and other misstatements in the Q1, Q2, and Q3 2025 10-Qs until\n13 after the Exchange Transaction had closed.\n14 \u2022 Defendants knew or recklessly disregarded the truth about overstated\n15 inventory and impaired long-lived assets based on the pallets of unsold,\n unusable inventory sitting in warehouses before and during the Class Period\n16 and the Global Operations Review.\n17\n \u2022 Defendant Brown also knew or recklessly disregarded the inventory issues\n18 given his highly engaged, micromanaging and overbearing management style\n19 and focus on product sales.\n\n20 \u2022 Defendants made misleading statements in response to direct queries from\n analysts.\n21\n\n22 \u2022 Each of the Q1, Q2, and Q3 10-Qs expressly represented that Defendants\n Brown and Kutua had personally evaluated the effectiveness of the\n23 Company\u2019s \u201cdisclosure controls and procedures\u201d and determined that those\n24 controls and procedures were effective. Appended to the Q1, Q2, and Q3 10-\n Qs were certifications signed by Defendants Brown and Kutua affirming this\n25\n as well. Accordingly, Defendants had access to information, including the\n26 fact of the existence of the material weakness in the Beyond Meat\u2019s controls,\n at the time the Company made the misrepresentations described above.\n27\n\n28\n 67\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 71 of 82 Page ID\n #:642\n\n\n 1 228. In addition to the above allegations, which on their own create a strong\n 2 inference of scienter, additional factors support a strong inference of the Individual\n 3 Defendants\u2019 scienter, including: (i) Defendants Brown and Kutua\u2019s high-level\n 4 positions within Beyond Meat, (ii) that the misstatements and omissions of material\n 5 facts concern Beyond Meat\u2019s core operations, about which the Individual\n 6 Defendants were repeatedly questioned and spoke; and (iii) corporate scienter.\n 7 A. Individual Defendants\u2019 High-Level Positions Within Beyond Meat\n 8 229. Defendant Brown was President and CEO of Beyond Meat at all\n 9 relevant times. Beyond Meat identified Defendant Brown as an \u201cExecutive Officer\u201d\n10 of the Company during the Class Period. As Beyond Meat\u2019s CEO, Defendant\n11 Brown was the head of the Company\u2019s management and operations teams.\n12 Defendant Brown, by virtue of his responsibilities and activities as CEO, was privy\n13 to all material information concerning Beyond Meat\u2019s operations, including the\n14 Global Operations Review and the Company\u2019s valuations of long-lived assets,\n15 inventory amounts and valuations, use of the Campus Headquarters, efforts in\n16 connection with the Exchange Transaction, and reductions in headcount.\n17 230. Defendant Kutua was the CFO and Treasurer at Beyond Meat at all\n18 relevant times. Beyond Meat identified Defendant Kutua as an \u201cExecutive Officer\u201d\n19 of the Company during the Class Period. Defendant Kutua, by virtue of his\n20 responsibilities and activities as CFO and Treasurer, was privy to all material\n21 information concerning Beyond Meat\u2019s operations, including the Global Operations\n22 Review and the Company\u2019s valuations of long-lived assets, inventory amounts and\n23 valuations, use of the Campus Headquarters, efforts in connection with the\n24 Exchange Transaction, and reductions in headcount.\n25\n\n26\n27\n\n28\n 68\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 72 of 82 Page ID\n #:643\n\n\n 1 B. Inventory and Asset Valuations Were Essential to Beyond Meat\n 2 231. Before and during the Class Period, Defendants repeatedly emphasized\n 3 the importance of the Global Operations Review, including inventory management,\n 4 to Beyond Meat\u2019s business.\n 5 232. For example, the 2024 10-K and Q1, Q2, and Q3 2025 10-Qs, i.e.,\n 6 every 10-K and 10-Q filed with the SEC during the Class Period, reminded\n 7 investors that Beyond Meat had pivoted its focus toward \u201csustainable long-term\n 8 growth supported by three pillars,\u201d one of which was \u201cinventory reduction and cash\n 9 flow generation through more efficient inventory management.\u201d\n10 233. In addition, the 2024 10-K and Q1, Q2, and Q3 2025 10-Qs also\n11 reminded investors that the Company was undergoing the Global Operations\n12 Review, which focused on, among other things, \u201cnon-cash charges such as\n13 provision for excess and obsolete inventory and potential additional impairment\n14 charges, write-offs and disposals of fixed assets and losses on sale and write-down\n15 of fixed assets.\u201d\n16 234. Further, the 2024 10-K identified \u201cInventory\u2014Provision for Excess\n17 and Obsolete Raw Materials and Work in Process Inventory\u201d as a \u201ccritical audit\n18 matter,\u201d which meant that the valuation was of particular importance to Beyond\n19 Meat\u2019s auditors, and accordingly a subject of focus for Defendants as well.\n20 235. Accordingly, it is appropriate to presume that Defendants were\n21 apprised of, had access to, or had actual knowledge of all material information\n22 related to Beyond Meat, its inventory amounts and valuations, and its valuations of\n23 long-lived assets.\n24 236. Further, by virtue of their receipt of information reflecting the true\n25 facts regarding Beyond Meat\u2019s operations, as well as their control over and/or\n26 receipt of the Company\u2019s materially misleading misstatements and/or their\n27 associations with the Company that made them privy to confidential proprietary\n28\n 69\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 73 of 82 Page ID\n #:644\n\n\n 1 information concerning Beyond Meat, Defendants Brown and Kutua were active\n 2 and culpable participants in the fraudulent scheme alleged herein. Defendants\n 3 Brown and Kutua knew of and/or recklessly disregarded the falsity and misleading\n 4 nature of the information, which they caused to be disseminated to the investing\n 5 public. The fraud as described herein could not have been perpetrated without the\n 6 knowledge and/or recklessness and complicity of personnel at the highest level of\n 7 the Company, including the Defendants Brown and Kutua.\n 8 C. Corporate Scienter\n 9 237. The allegations above also establish a strong inference that Beyond\n10 Meat as an entity acted with corporate scienter throughout the Class Period, as its\n11 officers, management, and agents, including, but not limited to, the Defendants\n12 Brown and Kutua, had actual knowledge of the misrepresentations and omissions\n13 of material facts set forth herein (for which they had a duty to disclose), or acted\n14 with reckless disregard for the truth because they failed to ascertain and to disclose\n15 such facts, even though such facts were available to them. Such material\n16 misrepresentations and/or omissions were done knowingly or with recklessness,\n17 and without a reasonable basis, for the purpose and effect of concealing Beyond\n18 Meat\u2019s true operating condition and present and expected financial performance\n19 from the investing public. By concealing these material facts from investors,\n20 Beyond Meat maintained and/or increased its artificially inflated common stock\n21 prices throughout the Class Period.\n22 PLAINTIFFS\u2019 CLASS ACTION ALLEGATIONS\n23 238. Plaintiffs bring this action as a class action pursuant to Federal Rule of\n24 Civil Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who\n25 purchased or otherwise acquired Beyond Meat securities during the Class Period\n26 (the \u201cClass\u201d); and were damaged upon the revelation of the alleged corrective\n27 disclosures. Excluded from the Class are Defendants herein, the officers and\n28\n 70\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 74 of 82 Page ID\n #:645\n\n\n 1 directors of the Company, at all relevant times, members of their immediate families\n 2 and their legal representatives, heirs, successors or assigns and any entity in which\n 3 Defendants have or had a controlling interest.\n 4 239. The members of the Class are so numerous that joinder of all members\n 5 is impracticable. Throughout the Class Period, Beyond Meat securities were\n 6 actively traded on the NASDAQ. While the exact number of Class members is\n 7 unknown to Plaintiffs at this time and can be ascertained only through appropriate\n 8 discovery, Plaintiffs believe that there are hundreds or thousands of members in the\n 9 proposed Class. Record owners and other members of the Class may be identified\n10 from records maintained by Beyond Meat or its transfer agent and may be notified\n11 of the pendency of this action by mail, using the form of notice similar to that\n12 customarily used in securities class actions.\n13 240. Plaintiffs\u2019 claims are typical of the claims of the members of the Class\n14 as all members of the Class are similarly affected by Defendants\u2019 wrongful conduct\n15 in violation of federal law that is complained of herein.\n16 241. Plaintiffs will fairly and adequately protect the interests of the\n17 members of the Class and have retained counsel competent and experienced in class\n18 and securities litigation. Plaintiffs have no interests antagonistic to or in conflict\n19 with those of the Class.\n20 242. Common questions of law and fact exist as to all members of the Class\n21 and predominate over any questions solely affecting individual members of the\n22 Class. Among the questions of law and fact common to the Class are:\n23 \u2022 whether the federal securities laws were violated by Defendants\u2019 acts\n24 as alleged herein;\n\n25 \u2022 whether statements made by Defendants to the investing public\n26 during the Class Period misrepresented material facts about the\n business, operations and management of Beyond Meat;\n27\n\n28\n 71\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 75 of 82 Page ID\n #:646\n\n\n 1 \u2022 whether the Individual Defendants caused Beyond Meat to issue\n 2 false and misleading financial statements during the Class Period;\n\n 3 \u2022 whether Defendants acted knowingly or recklessly in issuing false\n 4 and misleading financial statements;\n 5 \u2022 whether the prices of Beyond Meat securities during the Class Period\n 6 were artificially inflated because of the Defendants\u2019 conduct\n complained of herein; and\n 7\n\n 8 \u2022 whether the members of the Class have sustained damages and, if so,\n what is the proper measure of damages.\n 9\n\n10 243. A class action is superior to all other available methods for the fair and\n11 efficient adjudication of this controversy since joinder of all members is\n12 impracticable. Furthermore, as the damages suffered by individual Class members\n13 may be relatively small, the expense and burden of individual litigation make it\n14 impossible for members of the Class to individually redress the wrongs done to\n15 them. There will be no difficulty in the management of this action as a class action.\n16 244. Plaintiffs will rely, in part, upon the presumption of reliance\n17 established by the fraud-on-the-market doctrine in that:\n18 \u2022 Defendants made public misrepresentations or failed to disclose\n material facts during the Class Period;\n19\n20 \u2022 the omissions and misrepresentations were material;\n21\n \u2022 Beyond Meat securities are traded in an efficient market;\n22\n\n23 \u2022 the Company\u2019s shares were liquid and traded with moderate to heavy\n volume during the Class Period;\n24\n\n25 \u2022 the Company traded on the NASDAQ and was covered by multiple\n analysts;\n26\n27\n\n28\n 72\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 76 of 82 Page ID\n #:647\n\n\n 1 \u2022 the misrepresentations and omissions alleged would tend to induce a\n 2 reasonable investor to misjudge the value of the Company\u2019s\n securities; and\n 3\n\n 4 \u2022 Plaintiffs and members of the Class purchased, acquired and/or sold\n Beyond Meat securities between the time the Defendants failed to\n 5 disclose or misrepresented material facts and the time the true facts\n 6 were disclosed, without knowledge of the omitted or misrepresented\n facts.\n 7\n\n 8 245. Based upon the foregoing, Plaintiffs and the members of the Class are\n 9 entitled to a presumption of reliance upon the integrity of the market.\n10 246. Alternatively, Plaintiffs and the members of the Class are entitled to\n11 the presumption of reliance established by the Supreme Court in Affiliated Ute\n12 Citizens of the State of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972),\n13 as Defendants omitted material information in their Class Period statements in\n14 violation of a duty to disclose such information, as detailed above.\n15 COUNT I\n16 (Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated\n Thereunder Against All Defendants)\n17\n\n18 247. Plaintiffs repeat and re-allege each and every allegation contained\n19 above as if fully set forth herein.\n20 248. This Count is asserted against Defendants and is based upon Section\n21 10(b) of the Exchange Act, 15 U.S.C. \u00a7 78j(b), and Rule 10b-5 promulgated\n22 thereunder by the SEC.\n23 249. During the Class Period, Defendants engaged in a plan, scheme,\n24 conspiracy and course of conduct, pursuant to which they knowingly or recklessly\n25 engaged in acts, transactions, practices and courses of business which operated as a\n26 fraud and deceit upon Plaintiffs and the other members of the Class; made various\n27 untrue statements of material facts and omitted to state material facts necessary in\n28 order to make the statements made, in light of the circumstances under which they\n 73\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 77 of 82 Page ID\n #:648\n\n\n 1 were made, not misleading; and employed devices, schemes and artifices to defraud\n 2 in connection with the purchase and sale of securities. Such scheme was intended\n 3 to, and, throughout the Class Period, did: (i) deceive the investing public, including\n 4 Plaintiffs and other Class members, as alleged herein; (ii) artificially inflate and\n 5 maintain the market price of Beyond Meat securities; and (iii) cause Plaintiffs and\n 6 other members of the Class to purchase or otherwise acquire Beyond Meat\n 7 securities at artificially inflated prices. In furtherance of this unlawful scheme, plan\n 8 and course of conduct, Defendants, and each of them, took the actions set forth\n 9 herein.\n10 250. Pursuant to the above plan, scheme, conspiracy and course of conduct,\n11 each of the Defendants participated directly or indirectly in the preparation and/or\n12 issuance of the quarterly and annual reports, SEC filings, press releases and other\n13 statements and documents described above, including statements made to securities\n14 analysts and the media that were designed to influence the market for Beyond Meat\n15 securities. Such reports, filings, releases and statements were materially false and\n16 misleading in that they failed to disclose material adverse information and\n17 misrepresented the truth about Beyond Meat\u2019s finances and business prospects.\n18 251. By virtue of their positions at Beyond Meat, Defendants had actual\n19 knowledge of the materially false and misleading statements and material omissions\n20 alleged herein and intended thereby to deceive Plaintiffs and the other members of\n21 the Class, or, in the alternative, Defendants acted with reckless disregard for the\n22 truth in that they failed or refused to ascertain and disclose such facts as would\n23 reveal the materially false and misleading nature of the statements made, although\n24 such facts were readily available to Defendants. Said acts and omissions of\n25 Defendants were committed willfully or with reckless disregard for the truth. In\n26 addition, each Defendant knew or recklessly disregarded that material facts were\n27 being misrepresented or omitted as described above.\n28\n 74\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 78 of 82 Page ID\n #:649\n\n\n 1 252. Information showing that Defendants acted knowingly or with reckless\n 2 disregard for the truth is peculiarly within Defendants\u2019 knowledge and control. As\n 3 the senior managers and/or directors of Beyond Meat, the Individual Defendants\n 4 had knowledge of the details of Beyond Meat\u2019s internal affairs.\n 5 253. The Individual Defendants are liable both directly and indirectly for\n 6 the wrongs complained of herein. Because of their positions of control and\n 7 authority, the Individual Defendants were able to and did, directly or indirectly,\n 8 control the content of the statements of Beyond Meat. As officers and/or directors\n 9 of a publicly-held company, the Individual Defendants had a duty to disseminate\n10 timely, accurate, and truthful information with respect to Beyond Meat\u2019s\n11 businesses, operations, future financial condition and future prospects. As a result\n12 of the dissemination of the aforementioned false and misleading reports, releases\n13 and public statements, the market price of Beyond Meat securities was artificially\n14 inflated throughout the Class Period. In ignorance of the adverse facts concerning\n15 Beyond Meat\u2019s business and financial condition which were concealed by\n16 Defendants, Plaintiffs and the other members of the Class purchased or otherwise\n17 acquired Beyond Meat securities at artificially inflated prices and relied upon the\n18 price of the securities, the integrity of the market for the securities and/or upon\n19 statements disseminated by Defendants, and were damaged thereby.\n20 254. During the Class Period, Beyond Meat securities were traded on an\n21 active and efficient market. Plaintiffs and the other members of the Class, relying\n22 on the materially false and misleading statements described herein, which the\n23 Defendants made, issued or caused to be disseminated, or relying upon the integrity\n24 of the market, purchased or otherwise acquired shares of Beyond Meat securities at\n25 prices artificially inflated by Defendants\u2019 wrongful conduct. Had Plaintiffs and the\n26 other members of the Class known the truth, they would not have purchased or\n27 otherwise acquired said securities, or would not have purchased or otherwise\n28\n 75\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 79 of 82 Page ID\n #:650\n\n\n 1 acquired them at the inflated prices that were paid. At the time of the purchases\n 2 and/or acquisitions by Plaintiffs and the Class, the true value of Beyond Meat\n 3 securities was substantially lower than the prices paid by Plaintiffs and the other\n 4 members of the Class. The market price of Beyond Meat securities declined sharply\n 5 upon public disclosure of the facts alleged herein to the injury of Plaintiffs and Class\n 6 members.\n 7 255. By reason of the conduct alleged herein, Defendants knowingly or\n 8 recklessly, directly or indirectly, have violated Section 10(b) of the Exchange Act\n 9 and Rule 10b-5 promulgated thereunder.\n10 256. As a direct and proximate result of Defendants\u2019 wrongful conduct,\n11 Plaintiffs and the other members of the Class suffered damages in connection with\n12 their respective purchases, acquisitions and sales of the Company\u2019s securities\n13 during the Class Period, upon the disclosure that the Company had been\n14 disseminating misrepresented financial statements to the investing public.\n15 COUNT II\n16 (Violations of Section 20(a) of the Exchange Act Against the Individual\n17 Defendants)\n\n18 257. Plaintiffs repeat and re-allege each and every allegation contained in\n19 the foregoing paragraphs as if fully set forth herein.\n20 258. During the Class Period, the Individual Defendants participated in the\n21 operation and management of Beyond Meat, and conducted and participated,\n22 directly and indirectly, in the conduct of Beyond Meat\u2019s business affairs. Because\n23 of their senior positions, they knew the adverse non-public information about\n24 Beyond Meat\u2019s misstatement of income and expenses and false financial\n25 statements.\n26 259. As officers and/or directors of a publicly owned company, the\n27 Individual Defendants had a duty to disseminate accurate and truthful information\n28\n 76\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 80 of 82 Page ID\n #:651\n\n\n 1 with respect to Beyond Meat\u2019s financial condition and results of operations, and to\n 2 correct promptly any public statements issued by Beyond Meat which had become\n 3 materially false or misleading.\n 4 260. Because of their positions of control and authority as senior officers,\n 5 the Individual Defendants were able to, and did, control the contents of the various\n 6 reports, press releases and public filings which Beyond Meat disseminated in the\n 7 marketplace during the Class Period concerning Beyond Meat\u2019s results of\n 8 operations. Throughout the Class Period, the Individual Defendants exercised their\n 9 power and authority to cause Beyond Meat to engage in the wrongful acts\n10 complained of herein. The Individual Defendants, therefore, were \u201ccontrolling\n11 persons\u201d of Beyond Meat within the meaning of Section 20(a) of the Exchange Act.\n12 In this capacity, they participated in the unlawful conduct alleged which artificially\n13 inflated the market price of Beyond Meat securities.\n14 261. Each of the Individual Defendants, therefore, acted as a controlling\n15 person of Beyond Meat. By reason of their senior management positions and/or\n16 being directors of Beyond Meat, each of the Individual Defendants had the power\n17 to direct the actions of, and exercised the same to cause, Beyond Meat to engage in\n18 the unlawful acts and conduct complained of herein. Each of the Individual\n19 Defendants exercised control over the general operations of Beyond Meat and\n20 possessed the power to control the specific activities which comprise the primary\n21 violations about which Plaintiffs and the other members of the Class complain.\n22 262. By reason of the above conduct, the Individual Defendants are liable\n23 pursuant to Section 20(a) of the Exchange Act for the violations committed by\n24 Beyond Meat.\n25 PRAYER FOR RELIEF\n26 WHEREFORE, Plaintiffs demand judgment against Defendants as follows:\n27\n\n28\n 77\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 81 of 82 Page ID\n #:652\n\n\n 1 A. Determining that the instant action may be maintained as a class action\n 2 under Rule 23 of the Federal Rules of Civil Procedure, and certifying Plaintiffs as\n 3 Class representatives;\n 4 B. Requiring Defendants to pay damages sustained by Plaintiffs and the\n 5 Class by reason of the acts and transactions alleged herein;\n 6 C. Awarding Plaintiffs and the other members of the Class prejudgment\n 7 and post-judgment interest, as well as their reasonable attorneys\u2019 fees, expert fees\n 8 and other costs; and\n 9 D. Awarding such other and further relief as this Court may deem just and\n10 proper.\n11 DEMAND FOR TRIAL BY JURY\n12 Plaintiffs hereby demand a trial by jury.\n13 Dated: June 1, 2026 Respectfully submitted,\n14\n POMERANTZ LLP\n15\n\n16 /s/ Jennifer Pafiti\n Jennifer Pafiti (SBN 282790)\n17 1100 Glendon Avenue, 15th Floor\n18 Los Angeles, California 90024\n Telephone: (310) 405-7190\n19 jpafiti@pomlaw.com\n20\n Brian Calandra (Admitted pro hac vice)\n21 Jeremy Lieberman (pro hac forthcoming)\n22 600 Third Ave. 21st Floor\n New York, NY 10016\n23\n\n24 Attorneys for Co-Lead Plaintiffs Brandon\n Mitchell Waldaias, Aaron Saran and Co-\n25 Lead Counsel for the putative Class\n26\n WOLF HALDENSTEIN ADLER\n27 FREEMAN & HERZ LLP\n28\n 78\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f Case 2:26-cv-00742-FMO-PVC Document 49 Filed 06/01/26 Page 82 of 82 Page ID\n #:653\n\n\n 1 Matthew M. Guiney (Admitted pro hac\n 2 vice)\n Patrick Donovan (Admitted pro hac vice)\n 3 Rourke C. Donahue (Admitted pro hac vice)\n 4 270 Madison Avenue\n New York, NY 10016\n 5 Tel: (212) 545-4600\n 6 Fax: (212) 686-0114\n Guiney@whafh.com\n 7 Donovan@whafh.com\n 8 Donahue@whafh.com\n\n 9 WOLF HALDENSTEIN ADLER\n10 FREEMAN & HERZ LLP\n Betsy C. Manifold (182450)\n11 Rachele R. Byrd (190634)\n12 750 B Street, Suite 1820\n San Diego, CA 92101\n13 Telephone: (619) 239-4599\n14 Email: manifold@whafh.com Email:\n byrd@whafh.com\n15\n\n16 Attorneys for Co-Lead Plaintiff Brandon\n Barclay and Co-Lead Counsel for the\n17 putative Class\n18\n HOLZER & HOLZER, LLC\n19 Corey D. Holzer (pro hac vice application\n20 forthcoming)\n cholzer@holzerlaw.com\n21 211 Perimeter Center Parkway\n22 Suite 1010\n Atlanta, Georgia 30346\n23 Telephone: (770) 392-0090\n24 Facsimile: (770) 392-0029\n25 Additional counsel for Plaintiff Aaron Saran\n26\n27\n\n28\n 79\n CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f","ocr_status":2,"date_upload":"2026-07-24T21:39:22.647770-07:00","document_number":"49","attachment_number":null,"pacer_doc_id":"031047931177","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended Complaint/Petition","acms_document_guid":""}],"date_created":"2026-06-01T18:04:35.277975-07:00","date_modified":"2026-08-04T19:07:39.059458-07:00","date_filed":"2026-06-01","time_filed":"17:50:34","entry_number":49,"recap_sequence_number":"2026-06-01.001","pacer_sequence_number":170,"description":"AMENDED COMPLAINT against Defendants Beyond Meat, Inc., Ethan Brown, Lubi Kutua amending Complaint (Attorney Civil Case Opening) 1, filed by Co-Lead Plaintiffs Brandon Barclay, Aaron Saran, Brandon Mitchell Waldaias(Pafiti, Jennifer) (Entered: 06/01/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/462271246/","id":462271246,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72184476/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477382290/","id":477382290,"tags":[],"absolute_url":"/docket/72184476/48/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-04-28T14:05:50.528804-07:00","date_modified":"2026-05-12T03:02:43.791338-07:00","sha1":"aa999743843f3e057da90bafd6950c8e2cc8ab7f","page_count":2,"file_size":302296,"filepath_local":"recap/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.48.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.48.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:26-cv-00742-FMO-PVC Document 48 Filed 04/28/26 Page 1 of 2 Page ID\n #:570\n\n 1\n 2\n 3\n 4\n 5\n 6\n 7\n 8 UNITED STATES DISTRICT COURT\n 9 CENTRAL DISTRICT OF CALIFORNIA\n 10\n IN RE BEYOND MEAT, INC. Case No. 2:26-cv-00742-FMO-PVC\n 11 SECURITIES LITIGATION Class Action\n 12\n ORDER ON STIPULATION [41]\n 13\n Hon. Fernando M. Olguin\n 14 THIS DOCUMENT RELATES TO:\n 15 All Actions\n 16\n 17 The Court, having reviewed Plaintiffs Brandon Mitchell Waldaias, Aaron\n 18 Saran, and Brandon Barclay (\u201cCo-Lead Plaintiffs\u201d) and Defendants Beyond Meat,\n 19 Inc., Ethan Brown, and Lubi Kutua\u2019s (\u201cDefendants,\u201d and together with Co-Lead\n 20 Plaintiffs, the \u201cParties\u201d), Joint Scheduling Stipulation (\u201cStipulation\u201d), and for good\n 21 cause shown, HEREBY ORDERS that:\n 22 1. The Stipulation is GRANTED.\n 23 2. Defendants have accepted service of the summons and the Complaint\n 24 in this matter, and have expressly reserved all defenses, objections, or arguments to\n 25 the allegations asserted against them, except a defense as to sufficiency of service\n 26 of process of the summons and Complaint.\n 27 3. Defendants are not required to answer, move against, or otherwise\n 28 respond to the Complaint unless it is designated as the operative complaint by Co-\n\n Case No. 2:26-cv-00742-FMO-PVC\n SCHEDULING ORDER\n\fCase 2:26-cv-00742-FMO-PVC Document 48 Filed 04/28/26 Page 2 of 2 Page ID\n #:571\n\n 1 Lead Plaintiffs or unless Co-Lead Plaintiffs file an amended complaint under the\n 2 schedule set forth below.\n 3 4. Co-Lead Plaintiffs shall designate the operative complaint, or if filing\n 4 an amended complaint, file such amended complaint on or before June 1, 2026.\n 5 5. Defendants\u2019 motion to dismiss shall be filed on or before July 15,\n 6 2026.\n 7 6. Co-Lead Plaintiffs\u2019 opposition to Defendants\u2019 motion to dismiss shall\n 8 be filed on or before August 28, 2026.\n 9 7. Defendants\u2019 reply memorandum in support of their motion to dismiss\n 10 shall be filed on or before September 29, 2026.\n 11 IT IS SO ORDERED.\n 12\n 13 Dated: April 28, 2026 /s/\n 14 HON. FERNANDO M. OLGUIN\n 15 United States District Judge\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 2\n Case No. 2:26-cv-00742-FMO-PVC\n SCHEDULING ORDER\n\f","ocr_status":2,"date_upload":"2026-05-11T12:27:11.945523-07:00","document_number":"48","attachment_number":null,"pacer_doc_id":"031047629211","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2026-04-28T14:05:50.506548-07:00","date_modified":"2026-08-04T19:07:39.043145-07:00","date_filed":"2026-04-28","time_filed":"13:30:53","entry_number":48,"recap_sequence_number":"2026-04-28.001","pacer_sequence_number":168,"description":"ORDER ON STIPULATION 41 by Judge Fernando M. Olguin. An amended complaint may be filed by 6/1/2026. Defendants' motion to dismiss may be filed by 7/15/2026. 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Johnson counsel for Defendants Beyond Meat, Inc., Ethan Brown, Lubi Kutua. Adding Michele D. Johnson as counsel of record for Beyond Meat, Inc., Ethan Brown, and Lubi Kutua for the reason indicated in the G-123 Notice. Filed by Defendants Beyond Meat, Inc., Ethan Brown, and Lubi Kutua. (Attorney Michele D. Johnson added to party Beyond Meat, Inc.(pty:dft), Attorney Michele D. Johnson added to party Ethan Brown(pty:dft), Attorney Michele D. Johnson added to party Lubi Kutua(pty:dft))(Johnson, Michele) (Entered: 04/21/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461511951/","id":461511951,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72184476/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476604786/","id":476604786,"tags":[],"absolute_url":"/docket/72184476/43/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-04-21T14:02:32.778982-07:00","date_modified":"2026-04-21T14:02:32.785101-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"43","attachment_number":null,"pacer_doc_id":"031047564351","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Appear Pro Hac Vice (G-64)","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478872015/","id":478872015,"tags":[],"absolute_url":"/docket/72184476/43/1/mustafa-omar-aljendan-v-beyond-meat-inc/","date_created":"2026-05-12T01:43:48.403795-07:00","date_modified":"2026-05-12T04:27:29.717253-07:00","sha1":"eb58655161274cf9f29fa6311d9dc3ba9968ce29","page_count":1,"file_size":49146,"filepath_local":"recap/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.43.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.1003805/gov.uscourts.cacd.1003805.43.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Name and address:\n Case 2:26-cv-00742-FMO-PVC\nLATHAM & WATKINS LLP\n Document 43-1 Filed 04/21/26 Page 1 of 1 Page ID\n #:568\nMichele D. Johnson (SBN 198298)\n650 Town Center Drive, 20th Floor\nCosta Mesa, CA 92626; Tel. (714) 540-1235\n\n\n\n\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n CASE NUMBER\nIN RE BEYOND MEAT, INC. SECURITIES LITIGATION\n 2:26-cv-00742-FMO-PVC\n\n\nTHIS DOCUMENT RELATES TO: (PROPOSED) ORDER ON APPLICATION\nAll Actions OF NON-RESIDENT ATTORNEY TO APPEAR\n IN A SPECIFIC CASE PRO HAC VICE\n\nThe Court, having determined whether the required fee has been paid, and having reviewed the\nApplication of Non-Resident Attorney to Appear in a Specific Case Pro Hac Vice filed by\nWaller, Heather A. of Latham & Watkins LLP\nApplicant\u2019s Name (Last Name, First Name & Middle Initial) 330 North Wabash Avenue, Suite 2800\n(312) 876-7700 (312) 993-9767 Chicago, IL 60611\nTelephone Number Fax Number\nheather.waller@lw.com\n E-Mail Address Firm/Agency Name & Address\n\nfor permission to appear and participate in this case on behalf of\nBeyond Meat, Inc., Ethan Brown, and Lubi Kutua\n\n\n\nName(s) of Party(ies) Represented Plaintiff(s) Defendant(s) Other:\nand designating as Local Counsel\nJohnson, Michele D. of Latham & Watkins LLP\nDesignee\u2019s Name (Last Name, First Name & Middle Initial) 650 Town Center Drive, 20th Floor\n 198298 (714) 540-1235 (714) 755-8290 Costa Mesa, CA 92626\nDesignee\u2019s Cal. Bar No. Telephone Number Fax Number\nmichele.johnson@lw.com\n E-Mail Address Firm/Agency Name & Address\n\n HEREBY ORDERS THAT the Application be:\n GRANTED.\n DENIED: for failure to pay the required fee.\n for failure to attach a Certificate of Good Standing issued within 30 days prior to filing of Application.\n for failure to complete Application:\n pursuant to L.R. 83-2.1.3.2: Applicant resides in California; previous Applications listed indicate Applicant\n is regularly employed or engaged in business, professional, or other similar activities in California.\n pursuant to L.R. 83-2.1.3.4; Local Counsel: is not member of Bar of this Court; does not maintain office in District.\n because\n\n IT IS HEREBY FURTHER ORDERED THAT the Application fee, if paid: be refunded not be refunded.\n\n Dated\n U.S. District Judge/U.S. Magistrate Judge\nG\u201364 ORDER (5/16) (PROPOSED) ORDER ON APPLICATION OF NON-RESIDENT ATTORNEY TO APPEAR IN A SPECIFIC CASE PRO HAC VICE Page 1 of 1\n\f","ocr_status":1,"date_upload":"2026-05-12T01:43:56.555407-07:00","document_number":"43","attachment_number":1,"pacer_doc_id":"031047564352","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2026-04-21T14:02:32.761937-07:00","date_modified":"2026-08-04T19:07:38.835222-07:00","date_filed":"2026-04-21","time_filed":"13:56:38","entry_number":43,"recap_sequence_number":"2026-04-21.005","pacer_sequence_number":146,"description":"APPLICATION of Non-Resident Attorney Heather A. 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