Beyond Meat announces the publication at 5:00 p.m. New York time of lock-up restrictions on shares that were exchanged for existing convertible notes in its exchange offer
EL SEGUNDO, Calif., Oct. 16, 2025 (GLOBE NEWSWIRE) — Beyond Meat, Inc. (NASDAQ: BYND) (the “Company” or “Beyond Meat”), a leader in the plant-based meat industry, today announced that the lock-up restrictions that applied to certain of the 316,150,176 shares of common stock (the “New Shares”) that were issued on October 15 2025. 2025, under the Company’s plan the exchange offer (the “Exchange Offer”) for its 0% convertible senior notes due 2027 (the “Existing Convertible Notes”) will expire at 5:00 p.m., New York 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 as of the Early Settlement Date 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, or any right, title or interest therein (including any right or power vote), or otherwise dispose of (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) new shares, or enter into any contract, option or other agreement relating to any of the above; provided that an exchange 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 tradable shares”).
The foregoing lock-up restrictions expire today at 5:00 p.m. New York time, and, thereafter, holders of new shares will be permitted to sell all or any portion 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 Tradable Shares, the New Shares were issued in a Contra CUSIP (CUSIP NO. 088ESCAA6) intended to restrict the trading of these securities for the duration of the lock-up period. The new shares subject to the Contra CUSIP are expected to be allocated to the unrestricted CUSIP for the Company’s common stock (CUSIP NO. 08862E109) during the day of October 17, 2025, subject to the procedures of the Depository Trust Company (“DTC”) and the DTC participants.
The new shares and other securities offered in the exchange offer are being offered only to holders of existing convertible notes who are (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (ii) “qualified investors” (as defined in Rule 501(a) under the Securities Act) who 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 does not constitute an offer to sell, or the solicitation of an offer to buy, the new shares, existing convertible notes or any other securities offered in the exchange offer, nor shall there be any sale of these 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 line of revolutionary plant-based meats made with simple, non-GMO ingredients, no added hormones or antibiotics, and 0 mg 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. The Beyond Meat brand promise, eat what you love®represents a deep belief that there is a better way to nourish our future and that the positive choices we all make, no matter how small, can have a big impact on our personal health and that of our planet. By switching from animal-based meat to plant-based proteins, we can positively impact four growing global issues: human health, climate change, natural resource constraints and animal welfare.
Beyond Meat Forward-Looking Statements
Certain statements contained 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 results. Forward-looking statements include statements regarding restrictions applicable to the New Shares and the granting of unrestricted CUSIP related to the New Shares pursuant to the procedures of the DTC and DTC Participants. These forward-looking statements are only predictions, not historical facts, 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. Although Beyond Meat believes 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 numerous risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made or implied herein, including risks relating 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 United States Securities and Exchange Commission (“SEC”) in March. December 5, 2025, Beyond Meat Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 filed with the SEC on May 8, 2025, Beyond Meat 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 “Additional Risk Factors” in Beyond’s Current Report Meat. 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. These 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 statements as a result of new information, future events or otherwise, except as otherwise required by law. If Beyond Meat updates 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.
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