Beyond Meat Announces Release at 5:00 p.m., New York City time, of Lock-up Restrictions on Shares that were Exchanged for Existing Convertible Notes in its Exchange Offer

Rhea-AI Summary

Beyond Meat (NASDAQ: BYND) announced that the lock-up restrictions on 316,150,176 shares issued on October 15, 2025 in its exchange offer will expire at 5:00 p.m. New York City time on October 16, 2025. From that time, holders may sell any New Shares received in the Exchange Offer without the contractual lock-up limits, other than the portion already designated as freely tradeable.

Approximately 37.45% of each exchanging holder's New Shares were already permitted to be sold as Freely Tradeable Shares. New Shares issued under a Contra CUSIP will be moved into the unrestricted CUSIP on October 17, 2025 subject to DTC procedures. The New Shares were offered only to qualified institutional buyers or certain accredited investors and were not registered under the Securities Act.

Positive

• Lock-up expiration for 316,150,176 New Shares on Oct 16, 2025
• Immediate liquidity for holders of 37.45% of received New Shares

Negative

• Potential increase in free float by up to 316,150,176 shares after lock-up
• New Shares not registered under the Securities Act, limiting broader resale

EL SEGUNDO, Calif., Oct. 16, 2025 (GLOBE NEWSWIRE) -- Beyond Meat, Inc. (NASDAQ: BYND) (the “Company” or “Beyond Meat”), a leader in plant-based meat, today announced that the lock-up restrictions that applied to certain of the 316,150,176 shares of its common stock (the “New Shares”) that were issued on October 15, 2025, in connection with the Company’s exchange offer (the “Exchange Offer”) for its 0% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) will expire as of 5:00 p.m., New York City time, on the date hereof.

By tendering Existing Convertible Notes in the Exchange Offer, each participating holder of Existing Convertible Notes was deemed to have agreed with the Company that from and after the Early Settlement Date and until 5:00 p.m., New York City time, on October 16, 2025, it would not transfer, sell, exchange, assign or convey any legal or beneficial ownership interest in, or any right, title or interest therein (including any right or power to vote), or otherwise dispose of (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) any New Shares, or enter into any contract, option, or other agreement with respect to any of the foregoing; provided that an exchanging holder of Existing Convertible Notes was permitted to sell up to approximately 37.45% of the New Shares received by such holder in the Exchange Offer (the “Freely Tradeable Shares”).

The foregoing lock-up restrictions expire today at 5:00 p.m., New York City time, and, thereafter, holders of New Shares will be permitted to sell any and all of the New Shares received in the Exchange Offer without the contractual restrictions imposed by the lock-up provisions described above. With the exception of the Freely Tradeable Shares, the New Shares were issued into a Contra CUSIP (CUSIP NO. 088ESCAA6) intended to restrict the trading of such security for the duration of the lock-up period.   New Shares subject to the Contra CUSIP are expected to be allocated into the unrestricted CUSIP for the Company’s shares of common stock (CUSIP NO. 08862E109) over the course of the day on October 17, 2025, subject to the procedures of the Depository Trust Company (“DTC”) and of DTC participants.  

The New Shares and other securities offered in the Exchange Offer are offered only to holders of Existing Convertible Notes that are (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (ii) “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) that beneficially own a minimum of $200,000 in aggregate principal amount of Existing Convertible Notes.

The New Shares and other securities offered in the Exchange Offer have not been, and will not be, registered under the Securities Act of 1933, as amended, or any other securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Shares, the Existing Convertible Notes or any other securities offered in the Exchange Offer, nor will there be any sale of such securities or any other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Beyond Meat

Beyond Meat, Inc. (NASDAQ: BYND) is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats made from simple ingredients without GMOs, no added hormones or antibiotics, and 0mg of cholesterol per serving. Founded in 2009, Beyond Meat products are designed to have the same taste and texture as animal-based meat while being better for people and the planet. Beyond Meat’s brand promise, Eat What You Love^®, represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based protein, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare.

Beyond Meat Forward-Looking Statements

Certain statements in this release constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Forward-looking statements include statements regarding the restrictions applying to the New Shares and the allocation of the unrestricted CUSIP related to the New Shares pursuant to the procedures of DTC and of DTC participants. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Beyond Meat believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made or implied herein including, risks related to Beyond Meat’s ability to realize the anticipated benefits of the Exchange Offer and Consent Solicitation and the risks discussed under the heading “Risk Factors” in Beyond Meat’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2025, Beyond Meat’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 filed with the SEC on May 8, 2025, Beyond Meat's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025 filed with the SEC on August 8, 2025, and under the heading “Supplementary Risk Factors” in Beyond Meat’s Current Report on Form 8-K filed with the SEC on October 6, 2025, as well as other factors described from time to time in Beyond Meat’s filings with the SEC. Such forward-looking statements are made only as of the date of this release. Beyond Meat undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If Beyond Meat does update one or more forward-looking statements, no inference should be made that Beyond Meat will make additional updates with respect to those or other forward-looking statements.

Contact Information

Media:

Shira Zackai
Shira.zackai@beyondmeat.com

Investors:

Raphael Gross
beyondmeat@icrinc.com

FAQ

What lock-up expired for Beyond Meat (BYND) on October 16, 2025?

Lock-up restrictions on 316,150,176 New Shares issued in the October 15, 2025 exchange offer expired at 5:00 p.m. ET on Oct 16, 2025.

How many Beyond Meat (BYND) shares were issued in the exchange offer on October 15, 2025?

The exchange offer resulted in issuance of 316,150,176 New Shares on October 15, 2025.

What portion of BYND New Shares were freely tradeable before the lock-up expired?

Each exchanging holder was permitted to sell approximately 37.45% of the New Shares received as Freely Tradeable Shares.

When will the New Shares move from the Contra CUSIP into the unrestricted CUSIP for BYND?

New Shares subject to the Contra CUSIP are expected to be allocated into the unrestricted CUSIP over the course of October 17, 2025, subject to DTC procedures.

Who was eligible to receive the New Shares in Beyond Meat's exchange offer?

Only holders that were qualified institutional buyers or accredited investors owning at least $200,000 in Existing Convertible Notes were eligible.

Are the New Shares from the exchange offer registered for public resale?

No, the New Shares and other securities offered in the exchange offer have not been registered under the Securities Act and will not be registered.