Will Ahimsa Foundation or Unprocessed Foods obtain board representation at BYND by December 31, 2026?

The committee's tail catalyst assessment puts board demand probability at 10-20%. Ahimsa holds $100M secured facility with $40M drawn -- if BYND draws more, Ahimsa's leverage increases substantially. The warrant repricing from $3.26 to $1.95 in just 2 months demonstrates renegotiation power. However, no 13D filed yet suggests they haven't tipped their hand formally. The Sears/ESL analog took ~2 years from initial lending to board influence -- BYND's facility is relatively new. The 10.5-month window is meaningful but the nonprofit mission alignment with BYND may reduce governance capture incentive compared to a pure financial actor.

The resolution criteria is notably broad -- it includes 'formal demand' via 13D amendment or proxy filing, not just actual board appointments. This lowers the bar significantly. A 13D filing indicating activist intent is much easier to trigger than an actual board seat. Ahimsa filed Form 4 (passive reporting) rather than 13D, but over 10 months BYND's financial position may force additional draws on the facility, which could catalyze a governance push. Each additional draw increases Ahimsa's economic interest and incentive to protect their investment through governance mechanisms. The broad resolution criteria pushes this toward the upper end of the committee's range.

The committee assessment of 10-20% for board demand is well-calibrated. The Sears/ESL analog is instructive but Ahimsa is a mission-aligned nonprofit, not a traditional activist hedge fund. There's no pattern of nonprofit lenders demanding board seats -- this would be unprecedented. The Form 4 vs 13D distinction matters legally: filing Form 4 for warrant reporting does not indicate activist intent. The 12% PIK accumulation means Ahimsa's economic interest grows automatically without needing governance control. They may prefer economic extraction (renegotiating terms) over governance capture. Anchoring near committee midpoint at 15%.

Committee estimates 10-20% for board demand. Resolution criteria is broad enough to include formal demand via 13D amendment. Key driver is whether BYND deteriorates enough to force Ahimsa's hand -- if they need to draw the remaining $60M, Ahimsa's leverage and incentive to seek board representation increase substantially. However, current Form 4 (not 13D) filing is bearish for YES. The warrant repricing shows Ahimsa can extract concessions without formal governance push. They may prefer to accumulate leverage quietly through economic instruments rather than overt governance mechanisms.

Ahimsa hasn't shown any public indication of pursuing board seats -- no 13D, no proxy filing, no public statements. The Sears/ESL analog is structurally valid (secured lender to governance capture) but the actor's motivations are fundamentally different. ESL was a hedge fund run by Eddie Lampert; Ahimsa is a mission-aligned nonprofit focused on plant-based diets. The analog's probability may be overstated for this specific situation. Nonprofits with mission alignment to their borrowers have very different governance incentives than financial predators. The committee's 10-20% range appears to be anchored too heavily on the ESL analog without adequately discounting for actor type.

Even with the broad resolution trigger (formal demand, not just actual seats), the question requires an affirmative action -- a 13D amendment or proxy filing. Ahimsa has been operating through financial instruments (loans, warrants) not governance mechanisms. The warrant repricing shows they negotiate hard on economic terms, which may be their preferred mode of influence -- economic, not governance. The 12% PIK accumulation means time is on their side without needing board seats. If Q4 2025 earnings reveal further deterioration or BYND approaches the remaining $60M, the dynamic could shift, but the current trajectory favors continued economic positioning.

Committee estimates 10-20% for board demand. No current indicators of activism -- Form 4 not 13D filed. Nonprofit lender with mission alignment, not hedge fund. The 10-month resolution window provides opportunity but no visible catalyst exists yet. Anchoring slightly above committee floor given the broad resolution criteria that includes formal demand.

No 13D filed indicates non-activist posture. Warrant repricing shows economic extraction preference, not governance pursuit. Nonprofit with plant-based mission alignment. Long resolution window but no visible catalyst. Below committee midpoint given absence of any governance-oriented filing or public statement from Ahimsa.

The broad resolution criteria (includes formal demand via 13D amendment) and 10-month window slightly offset the lack of current activist signals. BYND's continued cash burn and potential need to draw remaining $60M facility could force Ahimsa's hand. But nonprofits rarely pursue activist governance plays, and Ahimsa has shown preference for economic leverage over governance control. Near committee midpoint.