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Beyond Meat (NASDAQ: BYND) weighs amendments to 2027 and 2030 notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beyond Meat, Inc. is engaged in private discussions with certain holders of its 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 about a potential amendment to the governing indenture. The changes under discussion would remove restrictions on repurchasing or exchanging its 0% Convertible Senior Notes due 2027 for cash and/or equity, and would extend the end of the interest make-whole period for conversions of the 2030 Notes from October 15, 2028 to January 15, 2029.

Any amendment would require consents from holders representing a majority of the principal amount of the 2030 Notes and execution of a supplemental indenture with the trustee, and there is no assurance these steps will occur. Beyond Meat states this communication is not an offer to sell securities and characterizes related statements as forward-looking, referring to risks described in its prior SEC reports. The company indicates it would file a Form 8-K if a supplemental indenture is entered into.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Coupon rate, 2030 Notes 7.00% Interest rate on Convertible Senior Secured Second Lien PIK Toggle Notes due 2030
Interest rate, 2027 Notes 0% Coupon on Convertible Senior Notes due 2027
Maturity year, 2030 Notes 2030 Stated maturity of 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes
Maturity year, 2027 Notes 2027 Stated maturity of 0% Convertible Senior Notes
Current make-whole end date October 15, 2028 Existing end date for interest make-whole adjustment on 2030 Note conversions
Proposed make-whole end date January 15, 2029 Proposed new end date for interest make-whole adjustment period on 2030 Notes
Convertible Senior Secured Second Lien PIK Toggle Notes financial
"holders of its 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030"
indenture financial
"regarding an amendment to the indenture governing the 2030 Notes"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make-whole period financial
"extend the end date of the make-whole period used for calculating the interest"
forward-looking statements regulatory
"constitute “forward-looking statements” within the meaning of the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What note changes did Beyond Meat (BYND) say it is discussing?
Beyond Meat is discussing amendments to the indenture for its 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 to adjust restrictions around its 0% Convertible Senior Notes due 2027 and extend the interest make-whole period applicable to 2030 Note conversions.

How would the proposed amendment affect Beyond Meat’s 2027 notes (BYND)?
The potential amendment would remove certain restrictions on Beyond Meat’s ability to repurchase or exchange its 0% Convertible Senior Notes due 2027 for cash and/or equity consideration. This change is only under discussion and would require a supplemental indenture supported by requisite 2030 noteholder consents.

What change is proposed to the make-whole period on Beyond Meat’s 2030 notes (BYND)?
Beyond Meat is discussing extending the end of the interest make-whole period for conversions of its 2030 Notes from October 15, 2028 to January 15, 2029. This extension would take effect only if a supplemental indenture is executed after majority noteholder consent.

What approvals are needed for Beyond Meat’s proposed 2030 note amendments (BYND)?
Any amendment would require consents from holders of 2030 Notes representing a majority of the principal amount outstanding and execution of a supplemental indenture with the trustee. Beyond Meat states there can be no assurance these consents will be obtained or that the supplemental indenture will be entered into.

Does Beyond Meat’s 8-K about its notes constitute an offer of securities (BYND)?
No. Beyond Meat explicitly states the communication does not constitute an offer to sell or a solicitation of an offer to buy any securities. It also notes that such activity would require appropriate registration or qualification under applicable state and jurisdictional securities laws.
false 0001655210 0001655210 2026-07-17 2026-07-17
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 17, 2026

 

 

BEYOND MEAT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38879   26-4087597

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

888 N. Douglas Street, Suite 100

El Segundo, California 90245

(Address of principal executive offices, including zip code)

(866) 756-4112

(Registrant’s telephone number, including area code)

Not Applicable

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

 

 

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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value   BYND   The Nasdaq Stock Market LLC

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

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

 

 
 

Item 7.01.

Regulation FD Disclosure.

On July 17, 2026, Beyond Meat, Inc. (the “Company”) announced it is engaged in private discussions with certain holders of its 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (the “2030 Notes”) regarding an amendment to the indenture governing the 2030 Notes to remove certain restrictions on the Company’s ability to repurchase or exchange the Company’s outstanding 0% Convertible Senior Notes due 2027 (the “2027 Notes”) for cash and/or equity consideration and extend the end date of the make-whole period used for calculating the interest make-whole adjustment that applies to conversions of 2030 Notes from October 15, 2028 to January 15, 2029. Any such amendments would not be effective until the Company and the trustee under the 2030 Notes indenture enter into a supplemental indenture giving effect to such amendments on the basis of consents received on behalf of holders of 2030 Notes representing a majority of the principal amount of the 2030 Notes outstanding. There can be no assurances that such consents will be obtained or that the supplemental indenture will be entered into. If any supplemental indenture were entered into, the Company would announce the entry into such supplemental indenture by filing a Current Report on Form 8-K announcing the entry into the supplemental indenture; however, the Company does not expect to make any additional disclosure in the event such supplemental indenture is not entered into.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated by reference in this Item 7.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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 whether or not a supplemental indenture may be entered into. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions, including the Company’s ability to obtain consents from holders of 2030 Notes. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While the Company 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 the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on April 9, 2026 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2026 filed with the SEC on May 7, 2026, as well as other factors described from time to time in the Company’s filings with the SEC. Such forward-looking statements are made only as of the date of this Current Report on Form 8-K. The Company 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 it does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

SIGNATURES

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

 

BEYOND MEAT, INC.
By:  

/s/ Lubi Kutua

  Lubi Kutua
  Chief Financial Officer and Treasurer

Date: July 17, 2026

Source: View Original Filing on SEC EDGAR

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