Beyond Meat Seeks Consent to Address Residual $29M of 2027 Notes
Distressed
Company Background
Beyond Meat, founded in 2009, sells plant-based meat products through retail and foodservice channels in the U.S. and internationally. At approximately $309 million in market capitalization, the company has spent years burning through cash as category demand has eroded. Full-year 2025 net revenues fell 15.6% to $275.5 million, with gross profit of just $7.6 million — a 2.8% margin. The Adjusted EBITDA loss for 2025 was $178.4 million, more than doubling the year-prior loss of $101.7 million. First quarter 2026 revenues fell another 15.3% to $58.2 million.
In October 2025, Beyond Meat completed a debt-for-equity exchange that retired $1.12 billion — about 97.4% — of its 0% Convertible Senior Notes due 2027, replacing them with $209.7 million of new 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and approximately 317.8 million new shares of common stock. The transaction generated a $548.7 million non-cash accounting gain, producing reported net income for the year, but the underlying business remained deeply loss-making. Net cash used in operating activities in 2025 was $144.9 million.
Operational and governance pressures have accumulated alongside the financial stress. On March 4, 2026, Beyond Meat received a Nasdaq deficiency notice after its stock price traded below $1.00 for 30 consecutive business days; it has until August 31, 2026 to regain compliance. The company reported material weaknesses in internal controls as of December 31, 2025 — including a newly identified weakness related to inventory provision accounting — and corrected errors across all three interim quarters of 2025. Chief Operations Officer Jonathan Nelson resigned effective May 17, 2026, with interim Chief Transformation Officer John Boken absorbing the COO duties on an interim basis.
What Was Disclosed
Beyond Meat announced on July 17, 2026 that it is in private discussions with certain holders of its 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 regarding two amendments to the governing indenture. The first proposed change would remove existing restrictions on the company's ability to repurchase or exchange its outstanding 0% Convertible Senior Notes due 2027 for cash and/or equity consideration. The second would extend the end date of the make-whole period — used to calculate the interest make-whole adjustment that applies when 2030 Notes are converted — from October 15, 2028 to January 15, 2029.
For either change to take effect, holders representing a majority of the outstanding principal amount of the 2030 Notes must consent, and the company and the indenture trustee must execute a supplemental indenture. Beyond Meat said it would announce any completed supplemental indenture via a separate 8-K filing. However, the company stated explicitly that it does not expect to make any additional disclosure if the supplemental indenture is not entered into — meaning a failed consent solicitation would produce no public announcement.
Why It Matters
After the October 2025 exchange, $29,459,000 in aggregate principal amount of the original 2027 Notes remained in the hands of holders who did not tender, representing roughly 2.56% of the original $1.15 billion issue. Those notes mature in 2027, and the 2030 Notes indenture — as currently written — constrains what Beyond Meat can do with them. According to the terms disclosed in the October 2025 indenture filing, the 2030 Notes indenture limits the manner in which Beyond Meat can repurchase or exchange those notes and caps cash repayment at maturity at $60 million. The proposed amendment would lift the restriction on how — not whether — the company can transact with the remaining 2027 noteholders, opening the door to a negotiated repurchase or exchange before maturity that might otherwise be blocked under the current covenant language.
The make-whole extension adds a separate dimension. The 2030 Notes pay a make-whole premium — in additional shares — to holders who convert before the make-whole end date, compensating them for interest foregone. Extending that window by three months to January 2029 could matter if any new 2030 Notes are issued in a potential transaction with the residual 2027 noteholders and the parties want those new notes to carry make-whole eligibility, or if the timeline for other conversion activity stretches beyond the current October 2028 cutoff.
The consent solicitation is taking place against a materially weakened backdrop. Beyond Meat's stock has traded below $1.00 triggering the Nasdaq deficiency, the company cannot currently use Form S-3 registration statements because it lost timely filer status after delaying its 2025 annual report, and it is managing multiple open material weaknesses. These constraints limit the company's toolkit for dealing with the residual 2027 Notes through equity issuance — which may explain why the proposed indenture amendment explicitly permits cash as well as equity consideration in the language being sought.