SCHEDULE: Wolverine Reduces Beyond Meat Stake After Debt Exchange

Wolverine Asset Management and affiliates reduced their beneficial ownership in Beyond Meat to 4.82% following participation in a debt-for-equity exchange.

Summary

• Wolverine Asset Management LLC and its affiliates (Reporting Persons) participated in Beyond Meat, Inc.'s exchange offer, tendering $117,820,000 of 0% Convertible Senior Notes due 2027.
• In exchange, the Reporting Persons received 33,418,911 new shares of Beyond Meat Common Stock and $23,486,000 in new 7% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030.
• An additional $2,741,000 in new Notes was received as a 'SteerCo Premium' for being a Supporting Noteholder in the transaction.
• The exchange offer was initiated by Beyond Meat to reduce its leverage and extend debt maturity.
• As of October 15, 2025, the Reporting Persons held approximately 5.71% of Beyond Meat's Common Stock, which decreased to 4.82% by October 17, 2025, triggering this Schedule 13D as an exit filing.
• The new Notes bear interest at 7.00% per annum (cash or PIK) or 9.50% if paid entirely as PIK, maturing on October 15, 2030.
• Conversion of the new Notes into Common Stock is initially cash-settled and requires Requisite Stockholder Approval for equity settlement, with the Issuer retaining the option for cash, physical shares, or a combination.
• A 9.9% beneficial ownership blocker prevents holders from converting notes if it would exceed this threshold.
• The conversion rate is initially the lesser of 1,029.2716 shares per $1,000 principal or an amount based on a 10% premium to a reference price over 20 trading days post-October 15, 2025.

Sentiment

Score: 6

Explanation: The debt exchange is a necessary and positive step for Beyond Meat to address its financial health by reducing leverage and extending maturities. However, it comes with significant shareholder dilution and the Reporting Persons' reduction in beneficial ownership suggests a cautious stance from a sophisticated investor. The overall sentiment is neutral to slightly positive for the company's long-term viability, but mixed for existing equity holders.

Positives

• Beyond Meat successfully reduced its leverage and extended debt maturity through the exchange offer, a crucial step for financial stability.
• The Reporting Persons received a 'SteerCo Premium' of $2,741,000 in new Notes for their early participation and support of the exchange.
• The new 7% Convertible Senior Secured Second Lien PIK Toggle Notes offer a higher interest rate compared to the 0% Existing Convertible Notes.

Negatives

• The issuance of 316,150,176 new shares of Common Stock in the exchange offer represents significant dilution for existing Beyond Meat shareholders.
• The Reporting Persons' beneficial ownership percentage decreased from 5.71% to 4.82% after the transaction, indicating a reduction in their relative stake.
• The new Notes are secured, potentially increasing the risk for other unsecured creditors.

Risks

• Beyond Meat requires 'Requisite Stockholder Approval' to allow for equity settlement of the new Notes, introducing uncertainty regarding future conversion methods.
• The Issuer retains the 'Settlement Method Election' for the new Notes, meaning they can choose to settle in cash, physical shares, or a combination, which could impact future share price and dilution.
• A 9.9% beneficial ownership blocker limits the ability of any single holder to convert notes into a large equity stake, potentially affecting liquidity for large noteholders.
• Market conditions and contractual obligations may influence the Reporting Persons' future investment decisions, including potential further sales or purchases of Beyond Meat securities.

Future Outlook

Beyond Meat aims to reduce leverage and extend debt maturity through this exchange offer. The Reporting Persons expect to review their investment in Beyond Meat periodically and may purchase additional securities or sell existing holdings depending on market conditions and contractual obligations. The Issuer will seek Requisite Stockholder Approval to enable equity settlement of the new Notes.

Industry Context

Beyond Meat operates in the highly competitive and evolving plant-based food industry, which has faced challenges including slowing growth and increased competition. This debt restructuring indicates the company's efforts to manage its financial obligations amidst these industry headwinds, aiming to improve its capital structure and provide more flexibility.

Comparison to Industry Standards

• The 7.00% cash interest rate (or 9.50% PIK) on the new secured convertible notes is indicative of the higher cost of capital for companies facing financial distress or operating in challenging market conditions, often seen in sectors with high growth expectations but uncertain profitability.
• The significant dilution from the issuance of new common stock (316 million shares added to 76 million existing) is a common outcome in distressed debt-for-equity exchanges, similar to restructurings seen in other high-growth, cash-burning companies that need to deleverage.
• The use of a PIK toggle feature is a standard mechanism in such debt instruments, allowing companies like Beyond Meat to conserve cash by paying interest in kind, a flexibility often sought by companies with tight liquidity, comparable to arrangements made by companies like WeWork during its restructuring phases.

Corporate Governance

Stakeholder Impact

• Shareholders: Face significant dilution due to the issuance of 316,150,176 new shares of Common Stock as part of the debt exchange.
• Noteholders (Existing): Those who participated in the exchange received new shares and new secured convertible notes with a higher interest rate, extending maturity.
• Noteholders (New): Benefit from a 7% (or 9.5% PIK) interest rate and a secured position, but conversion to equity is subject to stockholder approval and Issuer's election.
• Company (Beyond Meat): Benefits from reduced leverage and extended debt maturities, improving its financial structure and liquidity profile.

Next Steps

• Beyond Meat will seek 'Requisite Stockholder Approval' for proposals that will allow the issuance of Common Stock upon conversion of the new Notes.
• The Reporting Persons will continue to review their investment and may engage in further purchases or sales of Beyond Meat securities.

Key Dates

Recommendation

The debt exchange is a critical step for Beyond Meat to address its financial challenges by reducing immediate leverage and extending debt maturities, which is generally a positive for a company in distress. However, this comes at the cost of substantial dilution for existing shareholders, with over 300 million new shares issued. The fact that a sophisticated investor like Wolverine Asset Management reduced its beneficial ownership percentage below 5% after the transaction, despite receiving a premium for participation, suggests a cautious outlook. While the restructuring provides a lifeline, the long-term viability still depends on operational improvements and market acceptance, which are not addressed in this filing. Therefore, a 'hold' recommendation is appropriate, acknowledging the necessary financial maneuvering while remaining wary of the dilution and the reporting person's reduced stake.

Keywords

Beyond Meat, BYND, Wolverine Asset Management, Schedule 13D, Convertible Notes, Debt Exchange, Beneficial Ownership, Stock Dilution, Corporate Finance, Debt Restructuring, PIK Toggle Notes