Beyond Meat, Inc. Announces Proposed Convertible Senior Notes Offering - Seite 2

In connection with the pricing of the notes, Beyond Meat expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (in this capacity, the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Beyond Meat’s common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce potential dilution to Beyond Meat’s common stock upon conversion of the notes and/or, at Beyond Meat’s election (subject to certain conditions), offset any cash payments Beyond Meat is required to make in excess of the aggregate principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, then Beyond Meat expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Beyond Meat’s common stock and/or enter into various derivative transactions with respect to Beyond Meat’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Beyond Meat’s common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Beyond Meat’s common stock and/or purchasing or selling Beyond Meat’s common stock or other securities issued by Beyond Meat in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transactions, which are expected to occur during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the notes, or following any repurchase, redemption or early conversion of the notes, in each case if Beyond Meat exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Beyond Meat’s common stock or the notes, which could affect a noteholder’s ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares of Beyond Meat’s common stock and value of the consideration that a noteholder will receive upon conversion of such notes.