Beyond Meat finalizes exchange: 97.44% tendered, 317,834,446 shares

Beyond Meat completed the final settlement of its exchange offer.

Accepted by SEC EDGAR 10/30/2025 - 04:19 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Beyond Meat completed the final settlement of its exchange offer. Following the October 30, 2025 final settlement, the company has issued a total of 317,834,446 new common shares and $209,721,000 in aggregate principal amount of new 7.00% convertible senior secured second lien PIK toggle notes due 2030 in connection with the exchange. The exchange covered 97.44% of the outstanding 0% Convertible Senior Notes due 2027, leaving $29,459,000 principal amount of the existing notes outstanding.

On the Final Settlement Date, the company exchanged an additional $5,938,000 principal amount of existing notes for 1,684,270 new shares and $1,004,000 of new notes, and earlier in connection with the offer issued 776,610 shares and $459,000 of new notes. The new securities, and the shares issuable upon conversion of the new notes, were offered in a private transaction under Section 4(a)(2) and Rule 506 and are not registered under the Securities Act.

Insights

Liability Management Analyst

Exchange retired most 2027 converts, issuing new notes and shares.

Beyond Meat reports that 97.44% of its 0% 2027 convertible notes were tendered and exchanged. In return, the company issued 317,834,446 new common shares and $209,721,000 of new 7.00% secured second-lien PIK toggle notes due 2030. This shifts near-term obligations into instruments maturing in 2030, with terms outlined by the new notes.

The filing details a final settlement on October 30, 2025, including an additional $5,938,000 of tenders settled for 1,684,270 shares and $1,004,000 of new notes. The new securities were offered under Section 4(a)(2) and Rule 506, indicating a private placement structure.

Key residual item is the remaining $29,459,000 principal of the existing 2027 notes. Actual market impact will depend on conversion decisions and trading of the newly issued securities under permitted methods disclosed elsewhere.

8-K Event Classification

5 items: 2.03, 3.02, 7.01, 8.01, 9.01

5 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Beyond Meat (BYND) finalize in its latest update?

The company finalized its exchange offer, issuing 317,834,446 new shares and $209,721,000 of new convertible notes after the final settlement on October 30, 2025.

How much of Beyond Meat’s 2027 convertible notes were exchanged?

97.44% of the aggregate outstanding principal amount was tendered and exchanged.

How much of the existing 2027 notes remain outstanding for BYND?

$29,459,000 in aggregate principal amount remains outstanding after the final settlement.

What was issued on the Final Settlement Date?

Beyond Meat issued 1,684,270 new shares and $1,004,000 of new notes for an additional $5,938,000 of tendered existing notes.

Were the new BYND securities registered under the Securities Act?

No. They were offered under Section 4(a)(2) and Rule 506 and are not registered.

Did BYND issue any securities earlier in connection with the offer?

Yes. The company issued 776,610 shares and $459,000 of new notes to eligible holders accepted for exchange.

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

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false 0001655210 0001655210 2025-10-30 2025-10-30

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): October 30, 2025

BEYOND MEAT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38879		26-4087597
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

888 N. Douglas Street, Suite 100

El Segundo, California 90245

(Address of principal executive offices, including zip code)

(866) 756-4112

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		BYND		The Nasdaq Stock Market LLC

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

Emerging growth company ☐     

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the Exchange Offer (as defined below), on October 30, 2025, in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, Beyond Meat, Inc. (the “Company”) issued 776,610 shares of its common stock and $459,000 in aggregate principal amount of New Convertible Notes (as defined below) to eligible holders of the Existing Convertible Notes (as defined below) accepted for exchange in the Exchange Offer.

The information set forth in the Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Item 7.01 Regulation FD Disclosure.

On October 29, 2025, the Company issued a press release announcing the final tender results and final settlement of the Exchange Offer. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated by reference in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, 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, 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.

Item 8.01 Other Events.

As previously announced, on October 15, 2025, the Company completed the early settlement of the exchange of $1,114,603,000 in aggregate principal amount (the “Early Tendered Notes”) of its 0% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) that were validly tendered on or before the early tender deadline of 5:00 p.m., New York City time, on October 10, 2025 (the “Early Tender Date”) in the Company’s previously announced exchange offer (the “Exchange Offer”) to exchange any and all of the Existing Convertible Notes for a pro rata portion of up to $202.5 million in aggregate principal amount of newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (the “New Convertible Notes”) and up to 326,190,370 shares of the Company’s common stock (the “New Shares”).

This Current Report on Form 8-K reflects tenders and related exchange consideration settled in connection with the Exchange Offer on the Final Settlement Date, including one tender that was partially reflected in the information agent’s records at the time of the announcement of final results on October 29, 2025. In addition to the Early Tendered Notes, an additional $5,938,000 in aggregate principal amount of Existing Convertible Notes was validly tendered in the Exchange Offer and not validly withdrawn following the Early Tender Date in connection with the Exchange Offer (the “Additional Tendered Notes”). On October 30, 2025 (the “Final Settlement Date”), in connection with the final settlement of the Exchange Offer, the Additional Tendered Notes were validly tendered, accepted for exchange by the Company and subsequently cancelled. In connection with the final settlement of the Exchange Offer, on the Final Settlement Date, the Company issued (i) $1,004,000 in aggregate principal amount of New Convertible Notes and (ii) 1,684,270 New Shares, in exchange for the validly tendered and accepted Additional Tendered Notes.

Following the Final Settlement Date, a total of (i) $209,721,000 in aggregate principal amount of New Convertible Notes (inclusive of $12.5 million in aggregate principal amount of New Convertible Notes as payment to certain holders of Existing Convertible Notes that had entered into a transaction support agreement with the Company relating to the Exchange Offer) and (ii) 317,834,446 New Shares have been issued by the Company in connection with the Exchange Offer. The Additional Tendered Notes and the Early Tendered Notes together represent 97.44% of the aggregate outstanding principal amount of Existing Convertible Notes. Following such Final Settlement Date and the cancellation of the Additional Tendered Notes, $29,459,000 in aggregate principal amount of the Existing Convertible Notes remain outstanding.

The New Convertible Notes and New Shares offered in the Exchange Offer, and the shares of common stock issuable upon conversion of the New Convertible Notes, have not been, and will not be, registered under the Securities Act, or any other securities laws. This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Convertible Notes and New Shares offered in the Exchange Offer, the shares underlying the New Convertible Notes, the Existing Convertible Notes or any other securities, 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.

*  *  *

Important Information and Where to Find It

Certain stockholder proposals arising out of the Exchange Offer (the “Stockholder Proposals”) will be submitted to the Company’s stockholders for their consideration and approval at a special meeting of the Company’s stockholders. In connection with the Stockholder Proposals, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A on October 17, 2025 (the “Proxy Statement”), which has been sent or provided to the Company’s stockholders and contains important information about the Stockholder Proposals and related matters. The Company may also file other relevant documents with the SEC regarding the Stockholder Proposals. This Current Report on Form 8-K is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE STOCKHOLDER PROPOSALS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE STOCKHOLDER PROPOSALS, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Proxy Statement and other documents containing important information about the Company and the Stockholder Proposals that are filed or will be filed with the SEC by the Company at the SEC’s website at www.sec.gov or at the Company’s website at investors.beyondmeat.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Stockholder Proposals. Information regarding the Company’s directors and named executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the Proxy Statement.

To the extent holdings of the Company’s securities by such directors or executive officers (or the identity of such directors or executive officers) have changed since the information set forth in the Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of the Company’s directors and executive officers in the Stockholder Proposals are included in the Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

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 the Company’s ability to consummate the

Exchange Offer. 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 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 risks related to the Company’s ability to realize the anticipated benefits of the Exchange Offer and 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, 2024 filed with the SEC on March 5, 2025, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 filed with the SEC on May 8, 2025, the Company’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 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 the Company 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press release of Beyond Meat, Inc. dated October 29, 2025
104		Cover page interactive data file (embedded with the inline XBRL document)

SIGNATURES

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

BEYOND MEAT, INC.
By:		/s/ Lubi Kutua
		Lubi Kutua
		Chief Financial Officer and Treasurer

Date: October 30, 2025