BEYOND MEAT, INC. 8-K

What Happened
Beyond Meat, Inc. filed an 8-K on December 23, 2025 reporting two material contract changes dated December 22, 2025. First, parties amended the Intercreditor Agreement (originally entered October 15, 2025) to permit the company to exchange its Second Lien Obligations for shares of common stock. Second, Beyond Meat and Unprocessed Foods executed a Side Letter to the Warrant Agreement that reduces the exercise (strike) price of existing warrants from $3.26 to $1.95 to account for past and potential equity issuances related to a prior exchange and certain interest or conversion mechanics.

Key Details

• Intercreditor Agreement Amendment dated Dec 22, 2025 allows exchanges of Second Lien Obligations (second‑lien debt) for common stock.
• Warrants: originally cover up to 9,558,635 shares (3,823,454 issued June 26, 2025; 5,735,181 issued Sept 18, 2025). Exercise price adjusted from $3.26 to $1.95 under a Dec 22, 2025 Side Letter. The number of shares underlying the Warrants was not changed.
• Background: the Intercreditor Agreement governs priority among secured claims, including 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (the “New Convertible Notes”) and loans under the Loan and Security Agreement. On Oct 30, 2025, the company completed an exchange of 0% Convertible Senior Notes due 2027 for $209,721,000 principal of New Convertible Notes and 317,834,446 shares of common stock.

Why It Matters
These changes affect the company’s capital structure and the potential dilution profile for shareholders. Allowing second‑lien obligations to be exchanged for equity creates a path for converting debt into stock, which could reduce cash obligations but increase outstanding shares. The warrant strike price reduction makes those warrants more valuable to the holder (Unprocessed Foods) at the current terms, potentially affecting future equity issuance or dilution scenarios. Investors should note these are contractual amendments — they do not themselves report a sale of stock or execution of an exchange, but they enable future transactions that could change debt levels and share count.