BEYOND MEAT, INC.

For the period ended Nov 19, 2025. Filed Oct 17, 2025.

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Nov 19, 2025 · Filed Oct 17, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒	Definitive Proxy Statement

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888 N. DOUGLAS STREET, SUITE 100, EL SEGUNDO, CALIFORNIA 90245

Dear Stockholders of Beyond Meat, Inc.:

On behalf of the Board of Directors (the “Board”) of Beyond Meat, Inc., a Delaware corporation (“we,” “us,” “our,” “Beyond Meat” or the “Company”), you are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/BYND2025SM, on Wednesday, November 19, 2025 at 8:00 a.m. Pacific Time, unless postponed or adjourned to a later date.

Background of the Special Meeting

The Special Meeting is being held to consider various proposals arising out of the Company’s offer to exchange (the “Exchange Offer”) its outstanding $1.15 billion in aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “Existing Notes”) for a combination of (i) up to $202.5 million in aggregate principal amount of newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (“New Notes”) and (ii) up to 326,190,370 shares (“New Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Exchange Offer is intended to address the future debt repayment obligations related to the Existing Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet.

In connection with the Exchange Offer, on September 29, 2025, the Company entered into a transaction support agreement with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Notes (the “Supporting Noteholders”) who held, as of the effective date of the Transaction Support Agreement, approximately 47% of the aggregate principal amount of the Existing Notes (the “Transaction Support Agreement”), pursuant to which the Supporting Noteholders individually agreed, among other things, to support the Exchange Offer, including by tendering all of their Existing Notes in the Exchange Offer. In addition, the Company agreed in the Transaction Support Agreement to pay or cause to be paid to the Supporting Noteholders, in proportion to the principal amount of Existing Notes held by each such Supporting Noteholder, a non-refundable amount equal to $12.5 million in aggregate principal amount of New Notes (the “SteerCo Premium”). As a result, following the Closing Date (as defined below), and assuming 100% participation, there would be $215.0 million in aggregate principal amount of New Notes outstanding.

The Exchange Offer commenced on September 29, 2025 and is expected to expire on October 28, 2025, unless extended or earlier terminated subject to the terms of the Transaction Support Agreement, with final settlement, if any, expected to occur on October 30, 2025. The date of the final settlement of the Exchange Offer is referred to herein as the “Closing Date”; provided, however, if there is no final settlement of the Exchange Offer, the date of the Early Settlement Date (as defined below) shall be deemed to be the “Closing Date” for purposes hereof. The Company’s obligation to accept the Existing Notes for exchange from holders of the Existing Notes (the “Existing Noteholders”) is subject to the satisfaction of certain conditions, unless such conditions have been waived in accordance with the terms of the Exchange Offer and the Transaction Support Agreement. The Exchange Offer itself is not subject to stockholder approval.

On October 15, 2025 (the “Early Settlement Date”), the Company completed the early settlement of the Exchange Offer in which $1,114,603,000 in aggregate principal amount of the Existing Notes were validly tendered, accepted for exchange by the Company and subsequently cancelled (collectively, the “Tendered Notes”). The Tendered Notes represented 96.92% of the aggregate principal amount of the previously outstanding Existing Notes. Following the cancellation of the Tendered Notes, $35,397,000 in aggregate principal amount of the Existing Notes remain outstanding. On the Early Settlement Date, the Company issued (i) $196,217,000 in aggregate principal amount of New Notes and (ii) 316,150,176 New Shares, in exchange for the validly tendered and accepted Existing Notes. In addition, the Company issued an additional $12.5 million in aggregate principal amount of New Notes as payment of the SteerCo Premium, for a total of $208,717,000 in aggregate principal amount of New Notes. In accordance with the terms of the Transaction Support Agreement, the Transaction Support Agreement automatically terminated on the Early Settlement Date.

The New Notes and New Shares offered in the Exchange Offer, and the shares of Common Stock issuable upon conversion of the New Notes, have not been, and will not be, registered under the Securities Act of 1933, as amended, or any other securities laws. The accompanying proxy statement shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Notes and New Shares offered in the Exchange Offer, the shares underlying the New Notes, the Existing Notes or any other securities, nor will there be any sale of such securities or any other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

The early settlement of the Exchange Offer has resulted in substantial dilution to existing holders of Common Stock and may result in additional dilution to holders of Common Stock. Based on the number of shares of Common Stock outstanding as of September 27, 2025 and assuming the Existing Noteholders validly tender and exchange 100% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer (of which 96.92% was already tendered and exchanged on the Early Settlement Date), immediately following the Closing Date, the Existing Noteholders would own in the aggregate 326,190,370 shares, or approximately 81.0%, of the issued and outstanding shares of Common Stock and will receive in the aggregate $215.0 million in principal amount of New Notes (inclusive of the SteerCo Premium).

Holders of Common Stock will be subject to further dilution in the event the New Notes convert into shares of Common Stock. Based on the number of shares of Common Stock outstanding as of September 27, 2025 and assuming the Existing Noteholders validly tender and exchange 100% of the aggregate outstanding principal amount of the Existing Notes in the Exchange Offer and subsequently convert 100% of the New Notes into shares of Common Stock at the floor conversion price in the New Notes, following the Closing Date and upon such conversion, the Existing Noteholders would own, in the aggregate 547,483,764 shares, or approximately 87.7%, of the issued and outstanding shares of Common Stock. The New Notes also contain certain provisions relating to the payment of interest in the form of Common Stock (orpayment-in-kind (“PIK”) interest) as well as certain mandatory equitizations and make-whole payments that could result in further dilution. The foregoing dilution is prior to giving effect to (i) shares of Common Stock available for issuance, or that may become available for issuance, under the Company’s equity plans; (ii) shares of Common Stock issuable under outstanding awards granted under the Company’s equity plans; (iii) shares of Common Stock reserved for issuance under outstanding warrants; (iv) the sale of 4,690,790 shares of Common Stock under the Company’sat-the-market offering program (“ATM Program”) from September 28, 2025 through October 15, 2025; and (v) shares of Common Stock available for future issuance under the ATM Program. Additional information concerning the Exchange Offer, the New Notes and dilution to existing holders of Common Stock is available under the sections of the accompanying proxy statement entitled “Background of the Special Meeting—Exchange Offer,” “Background of the Special Meeting—Dilution” and “Proposal No. 1 Nasdaq 5635(d) Issuance of Additional Shares.”

On September 28, 2025, the Board approved an amendment and restatement of the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “Restated Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase. The Restated Plan was effective immediately, subject to the occurrence of the Closing Date and stockholder approval at the Special Meeting.

Purpose of the Special Meeting

Our Board has called the Special Meeting to consider the following proposals, each of which is more fully described in the accompanying proxy statement:

PROPOSAL	PURPOSE	CONDITIONS
To approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock upon conversion or equitization of up to $215.0 million in aggregate principal amount of the New Notes (including any New Notes issued as PIK interest), or payment of accrued interest or make-whole payments in the form of Common Stock, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, as described in Proposal No. 1 in the accompanying proxy statement.	Because the conversion or equitization of the New Notes (including any New Notes issued as PIK interest) into shares of Common Stock, or payment of accrued interest or make-whole payments in the form of Common Stock, would, in the aggregate, result in the potential issuance of greater than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, we are required to obtain stockholder approval for such potential issuances pursuant to Nasdaq Listing Rule 5635(d).	Approval of Proposal No. 1 is conditioned upon approval of Proposal No. 3.
To approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase, as described in Proposal No. 2 in the accompanying proxy statement.	As a result of the substantial dilution that has occurred as a result of the early settlement of the Exchange Offer and potential future dilution resulting from the conversion or equitization of the New Notes (including any New Notes issued as PIK interest) into shares of Common Stock, or payment of accrued interest or make-whole payments in the form of Common Stock, if we do not increase the shares available for future issuance under the Beyond Meat, Inc. 2018 Equity Incentive Plan (as in effect prior to the adoption of the Restated Plan), we will have a limited number of shares available for future grants thereunder. The Restated Plan was effective immediately, subject to the occurrence of the Closing Date and stockholder approval at the Special Meeting.	Approval of Proposal No. 2 is conditioned upon approval of Proposal No. 3.
To approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Notes and under the Restated Plan, as described in Proposal No. 3 in the accompanying proxy statement.	We currently do not have enough authorized shares of Common Stock to support the issuance of Common Stock that will be issuable or may become issuable upon conversion of the New Notes or under the Restated Plan. Further, increasing the number of authorized shares of Common Stock will provide us with greater flexibility in considering and planning for current and future corporate needs, including raising additional capital and other general corporate purposes.	Approval of Proposal No. 3 is independent and not conditioned upon the approval of any other proposal.

PROPOSAL	PURPOSE	CONDITIONS
To approve a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), as described in Proposal No. 4 in the accompanying proxy statement.	We believe it is beneficial to provide the Board with the authority and flexibility to effect a reverse stock split, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders. However, the Board may not effectuate a reverse stock split (i) for a period of 120 days after October 15, 2025 (the “Early Release Date”) or (ii) during the period beginning on the Early Release Date and ending on the date that is 180 days after October 15, 2025 (the “Final Release Date”) unless in the case of this clause (ii), (a) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (b) the Company has received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction.	Approval of Proposal No. 4 is independent and not conditioned upon the approval of any other proposal.
To approve one or more adjournments of the Special Meeting, if necessary, as described in Proposal No. 5 in the accompanying proxy statement.	If there are insufficient votes to approve the foregoing proposals at the Special Meeting or any adjournment(s) thereof, we need the ability to adjourn the Special Meeting to solicit additional proxies.	Approval of Proposal No. 5 is independent and not conditioned upon the approval of any other proposal.

Board Recommendation and Voting Agreements

Our Board has determined that each of the proposals is in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR” the approval of each proposal.

As of the Early Settlement Date, Existing Noteholders holding 96.92% of the aggregate outstanding principal amount of the Existing Notes entered into voting agreements with the Company in connection with the tender of their Existing Notes pursuant to which they agreed to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they received in the Exchange Offer and beneficially owned as of the Record Date (as defined below) in favor of the proposals set forth in the accompanying proxy statement.

We also agreed in the voting agreements not to effectuate a reverse stock split (i) on or prior to the Early Release Date or (ii) during the period beginning on the Early Release Date and ending on the Final Release Date unless in the case of this clause (ii), (a) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the

Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (b) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction. Additional information concerning the voting agreements is available under the section of the accompanying proxy statement entitled “Background of the Special Meeting—Voting Agreements.”

Conclusion

The accompanying proxy statement provides you with information about the proposals. Please read the entire proxy statement carefully. You may obtain additional information about the Company from documents we file with the Securities and Exchange Commission.

It is important that your shares be represented and voted at the Special Meeting. Please submit your proxy as soon as possible even if you plan to attend the Special Meeting. We appreciate your support regarding this matter. Only those holders of record of shares of Common Stock at 4:00 p.m. Eastern Time on October 16, 2025, the record date for the Special Meeting (the “Record Date”), will be entitled to vote at the Special Meeting or any adjournment or postponement thereof.

If you have any questions regarding the proposals or the accompanying proxy statement, how to submit your proxy or if you need additional copies of the accompanying proxy statement or proxy card, you should contact MacKenzie Partners, Inc., our proxy solicitor, toll-freeat (800) 322-2885.

Thank you for your ongoing support of, and continued interest in, Beyond Meat.

Sincerely,

Ethan Brown

888 N. DOUGLAS STREET, SUITE 100, EL SEGUNDO, CALIFORNIA 90245

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on Wednesday, November 19, 2025

Dear Stockholders of Beyond Meat, Inc.:

To approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), upon conversion or equitization of up to $215.0 million in aggregate principal amount of newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 (“New Notes”) (including any New Notes issued as payment-in-kind interest), or payment of accrued interest or make-whole payments in the form of Common Stock, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer (as defined in the accompanying proxy statement), as described in Proposal No. 1 in the accompanying proxy statement;

To approve an amendment and restatement of the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “Restated Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase, as described in Proposal No. 2 in the accompanying proxy statement;

To approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Notes and under the Restated Plan, as described in Proposal No. 3 in the accompanying proxy statement;

To approve a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), as described in Proposal No. 4 in the accompanying proxy statement; and

5.	To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals at the Special Meeting or any adjournment(s) thereof, as described in Proposal No. 5 in the accompanying proxy statement.

The Board has fixed 4:00 p.m. Eastern Time on October 16, 2025 as the record date (the “Record Date”) for the Special Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Special Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

This Notice of Special Meeting of Stockholders, the proxy statement, and the proxy card are being sent to stockholders beginning on or about October 17, 2025. The proxy card or voting instructions received from your broker, bank or other nominee provide instructions on how to vote. The proxy statement can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your proxy card or voting instructions received from your broker, bank or other nominee.

We appreciate your continued support of Beyond Meat.

By Order of the Board of Directors,

Ethan Brown

El Segundo, California

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Special Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card or voting instructions received from your broker, bank or other nominee. Even if you have voted by proxy, you may still vote during the meeting.

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