Beyond Meat Exchanges $15M of 2027 Convertible Notes for Stock

What Happened

• Beyond Meat, Inc. announced on September 23, 2026 that it entered into privately negotiated exchange agreements to exchange approximately $15.0 million principal amount of its 0% Convertible Senior Notes due 2027 for shares of its common stock. The exchange price was 96% of face value of the notes, with the number of shares determined by a three‑day VWAP calculation beginning September 23, 2026 and a VWAP floor price of $7.4009.
• An Initial Settlement of 1,097,444 shares of common stock will be issued on or about September 23, 2026 (these initial shares are not subject to VWAP adjustment). A Final Settlement (on or about September 28, 2026) may issue up to 848,265 additional shares as a true‑up depending on the final VWAP, for a potential total issuance of up to 1,945,709 shares. The transactions are private, unregistered offerings made in reliance on Section 4(a)(2) of the Securities Act.

Key Details

• Aggregate principal exchanged: approximately $15.0 million of 0% Convertible Senior Notes due 2027.
• Purchase price for the notes: 96% of face value.
• Initial shares issued: 1,097,444 shares (on or about Sept 23, 2026).
• Potential additional shares: up to 848,265 in a Final Settlement (on or about Sept 28, 2026) depending on three‑day VWAP; VWAP floor = $7.4009.
• Issuance method: private exchange relying on Section 4(a)(2) — not a public offering.

Why It Matters

• This transaction reduces the company’s outstanding 2027 convertible note principal by about $15.0M, converting debt into equity. For investors, that can lower future debt obligations but increases shares outstanding (dilution) by at least ~1.10M shares and potentially up to ~1.95M shares depending on the final VWAP.
• The exact dilutive impact and timing depend on the final VWAP calculation and customary closing conditions; shareholders should watch subsequent filings for the Final Settlement and updated share counts. The company also notes the usual forward‑looking statement risks in the filing.