BRBR 10-K & 10-Q changes, risk factors and insider trading

All of our RTD protein shakes and most of our other products are manufactured by independent third-party contract manufacturers. For our year ended September 30, 2024,2025, approximately 47.7%46.3% of our Premier Protein RTD shake supply came from a single manufacturer and approximately 28.9%28.0% from a single facility of that manufacturer. Further, a majority of production of our Premier Protein RTD protein shakes in the 11.5 ounce size are currently sourced from a single facility of a third-party contract manufacturer. Although we have added additional third-party contract manufacturers of our Premier Protein RTD shakes to our third-party contract manufacturing network, if one or more of our third-party contract manufacturers is unable to meet our supply requirements, it could have a material adverse impact on our business, financial condition, results of operations and cash flows. In fiscal 2019, a former third-party contract manufacturer that we had expected to produce less than 10% of our RTD protein shakes for that year did not produce as we expected, which resulted in our termination of our agreement with it. Also, if we experience significant increases in demand for our products, as we did beginning in the second quarter of fiscal 2021 through fiscal 2023, we and these third-party contract manufacturers may not be able to obtain in a timely manner the equipment, ingredients or packaging materials required to manufacture our products and allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our quality standards. Further, as we did in fiscal 2022 through fiscal 2024, we may experience operational difficulties with any of these third-party contract manufacturers, such as limitations on production capacity, failure to meet our quantity requirements, including as a result of pandemics or other outbreaks of contagious diseases, increases in manufacturing costs, errors in complying with product specifications, insufficient quality control and failure to meet production deadlines. WeIn havefiscal 2022, fiscal 2023 and into fiscal 2024, we had to limit our stock-keeping units (“SKUs”) and place one or more of our products on allocation. In addition, we rely in part on our third-party contract manufacturers to maintain the quality of our products. The failure or inability of our third-party contract manufacturers to comply with the specifications and requirements of our products could result in product withdrawal or recall, which could materially and adversely affect our reputation and subject us to significant liability should the consumption of any of our products cause or be claimed to cause illness or physical harm. For example, in fiscal 2022, a third-party manufacturer that produced less than 2% of our Premier Protein RTD protein shakes initiated a recall of all products manufactured in one of its facilities, including our Premier Protein RTD protein shakes. The inability of third-party contract manufacturers to ship orders in a timely manner, in desirable quantities or to meet our safety, quality and social compliance standards or regulatory requirements could have a material adverse impact on our business, financial condition, results of operations and cash flows. Additionally, our business could be adversely affected if any of these third parties fail to comply with governmental regulations applicable to the manufacturing of our products or if any of these third parties cease doing business with us or go out of business.

We rely on a limited number of third-party suppliers to provide certain equipment, ingredients and packaging materials used in our business. The primary ingredients used in our business include milk-based, whey-based and soy-based proteins, protein blends, sweeteners and vitamin and mineral blends, and one supplier provides the majority of our milk-based protein. The supply and price of these ingredients are subject to market conditions and are influenced by many factors beyond our control, including inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programsprograms, regulations and regulationstrade and tariff policies and pandemics or other outbreaks of contagious diseases. Our milk-based and whey-based protein costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations and pandemics or other outbreaks of contagious diseases,. Our primary packaging materials include aseptic foil and plastic lined cardboard cartons, flexible and rigid plastic film and containers, beverage packaging and corrugate. We utilize a sole supplier for the aseptic packaging for, and our third-party contract manufacturers use equipment from the same sole supplier to manufacture, our Premier Protein RTD shakes in the 11 ounce size. Although we maintain relationships with suppliers with the objective of ensuring that we have adequate sources for the supply of such ingredients and packaging materials, increases in demand for such items, both within our industry and in general, can result in shortages and higher costs. Our suppliers may not be able to meet our delivery schedules, we may lose a significant or sole supplier, a supplier may not be able to meet performance and quality specifications and we may not be able to purchase such items at a competitive cost. Further, the supply and price of these inputs are subject to market conditions and are impacted by many factors beyond our control, including inflation and increased demand, labor shortages, weather conditions, natural disasters, governmental programs, regulations and trade and tariff policies and pandemics and other outbreaks of contagious diseases. Our freight costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, increased fuel costs, limited carrier availability, increased compliance costs associated with new or changing government regulations, pandemics or other outbreaks of contagious diseases. Higher prices for natural gas, propane, electricity and fuel also may increase our ingredient, production and delivery costs. Historically, the prices of certain of our raw materials, energy and other supplies used in our business have fluctuated widely. In addition, we have experienced shortages of certain of our raw materials, which result in us paying increased costs for such inputs and impact our ability to produce our products.

The prices charged for our products may not reflect changes in our input costs at the time they occur, or at all. Accordingly, changesChanges in input costs have, and may in the future, limit our ability to maintain existing margins and may have a material adverse effect on our business, financial condition, results of operations and cash flows. While we try to manage the impact of increases in certain of these costs by locking in prices on quantities required to meet our anticipated production requirements, if we fail, or are unable, to hedge and prices subsequently increase, or if we institute a hedge and prices subsequently decrease, our costs may be greater than anticipated or greater than our competitors’ costs, and our business, financial condition, results of operations and cash flows could be adversely affected.

Consumers are increasingly shopping through eCommerce websites and mobile commerce applications and this trend is significantly altering the retail landscape in our category.applications. If we are unable to effectively compete in the expanding eCommerce market or developmaintain the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition, results of operations and cash flows.

Over the past several years, our channels have undergone significant consolidations and masscertain merchandisers and non-traditional retailerscustomers are gaining market share. As this trend continues and such customers grow larger, they have sought, and may seekcontinue to seek, to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on generic and other value brands and increased promotional programs. If we are unable to respond to these requirements, our profitability or volume growth could be negatively impacted. Additionally, if any of our customers are consolidated with another entity and the surviving entity of any such consolidation is not a customer or decides to discontinue purchasing our products, we may lose significant amounts of our preexisting business with the acquired customer. Further, the economic and competitive landscape for our customers is constantly changing, such as the emergence of new sales channels, and our customers’ responses to those changes could impact our business. Consolidation in our channels also increases the risk that adverse changes to our customers’ business operations or financial performance would have a material adverse effect on us.

We have a significant amount of debt. As of September 30, 2024,2025, we had $840.0$1,090.0 million in aggregate principal amount of total debt. Additionally, our secured revolving credit facility has a remaining borrowing capacity of $250.0$247.6 million as of September 30, 2024 (all of which would be secured when drawn).2025.

•require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; and

Our ability to meetpay expenses and satisfy debt service obligations will depend on our future performance, which will be affected by financial, business, economic and other factors, including the impact of pandemics and other outbreaks of contagious diseases, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or issue additional equity.

Despite our level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt leverage, and we may in any event be required to maintain a minimum level of indebtedness.leverage.

The willingness of consumers to purchase our products depends in part on general or local economic conditions and consumers’ discretionary spending habits. For instance in fiscaleach 2022,of the past four fiscal 2023 and fiscal 2024,years, the U.S. experienced significantly heightened inflationary pressures. In periods of adverse or uncertain economic conditions, including during periods of high inflation or recession concerns, consumers may purchase less of our products, purchase more value or private label products or may forgo certain purchases altogether. In addition, our customers may seek to reduce their inventories in response to those economic conditions. In those circumstances, we could experience a reduction in sales. Further, during economic downturns, it may be more difficult to convince consumers to switch to, or continue to use, our brands or convince new users to choose our brands without expensive sampling programs and price promotions. Also, as a result of economic conditions, we may be unable to raise our prices sufficiently to protect profit margins. We experienced inflationary headwinds acrossin our business during fiscaleach 2022,of the past four fiscal 2023 and fiscal 2024,years, and we expect certain inflationary pressures to continue into fiscal 2025.2026. This trend could have a materially adverse impact in the future if inflation rates were to significantly exceed our ability to achieve price increases or cost savings. Further, uncertain or unfavorable economic conditions, has and could continue to negatively impact the financial stability of our customers or suppliers, which could lead to increased uncollectible receivables or non-performance. Current global geopolitical tensions, including related to Ukraine and Israel and the Middle East, may exacerbate any economic downturn and inflation. Any of these events could have an adverse effect on our business, financial condition, results of operations and cash flows.

From time to time, including at September 30, 2025, we have debt outstanding with exposure to variable interest rates. As a result, we have in the past been and may in the future be adversely effected by rising interest rates, which will increase the cost of servicing our financial instruments with exposure to interest rate risk and could materially reduce our profitability and cash flows.

Impairment in the carrying value of intangible assets or other long-lived assets could negatively impact our financial condition and results of operations. If our goodwill or other intangible assets or other long-lived assets become impaired, we will be required to record impairment charges, which may be significant.

Our balance sheet includes intangible assets, including goodwill, trademarks, trade names, customer relationshipsrelationships, other acquired intangibles and other acquiredlong-lived intangibles.assets. Goodwill is expected to contribute indefinitely to our cash flows and is not amortized. Our management reviews it for impairment on an annual basis or whenever events or changes in circumstances indicate that its carrying value may be impaired. Impairments to intangible assets may be caused by factors outside of our control, such as increasing competitive pricing pressures, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization (“EBITDA”) and revenue multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.) or the loss or bankruptcy of a significant customer. These factors, along with other internal and external factors, could have a significant negative impact on our fair value determination, which could then result in a material impairment charge recorded in our results of operations. No impairments were recorded in the years ended September 30, 2024,2025, 20232024 and 2022.2023. However, we could have impairments in the future.

Many of our costs, such as freight, raw materialsmaterials, packaging, freight and energy, are outside of our control. Therefore, we must seek to reduce costs in other areas, such as through operating efficiency. If we are not able to complete projects designed to reduce costs and increase operating efficiency on time or within budget, or if the implementation of these projects results in unintended consequences, such as business disruptions, distraction of management and employees or reduced productivity, our business, financial condition, results of operations and cash flows may be adversely impacted. In addition, if the cost-saving initiatives we have implemented, or any future cost-saving initiatives, do not generate the expected cost savings and synergies, our business, financial condition, results of operations and cash flows may be adversely affected.

Prior to our IPO, our business had historically used some of Post’s corporate infrastructure and services to support our business functions. The expenses related to establishing and maintaining this infrastructure had been spread across all of Post’s businesses and charged to us on a cost-allocation basis. The services historically provided to us by Post included, but were not limited to, finance, information technology, legal, human resources, quality, supply chain and purchasing functions. Following our IPO, we continued to receive some of these services pursuant to a master services agreement with Post, and in connection with the Spin-off, we, Post, Old BellRing and BellRing LLC entered into an amended and restated master services agreement, which was further amended in fiscal 2023. Under the amended and restated master services agreement, Post continues to provide certain of the above described services, and, in general, the services to be provided by Post will continue for the periods specified in the amended and restated master services agreement, but not past March 2026, subject to any subsequent extension or earlier termination as agreed to by the parties. There can be no assurance that all of the functions provided to us by Post under the amended and restated master services agreement will be successfully executed by Post or that we will not have to expend significant efforts or costs materially in excess of those estimated in the master services agreement. Any interruption in these services could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, upon termination of the amended and restated master services agreement, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf. There can be no assurance that the transition from Post to us of all of the functions provided to us by Post under the amended and restated master services agreement will be successfully executed. Specifically, effective internal control over financial reporting is necessary for us to provide reliable financial reports. If we fail to properly and efficiently transition and maintain effective internal control over financial reporting, we could fail to report our financial results accurately.

Certain of our officers and directors,directors includingalso serve as officers or directors of Post. Robert V. Vitale, who serves as Executive Chairman of our Board of Directors, also serveserves as officersan orofficer directorsand director of Post. Our officers and members of our Board of Directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at Post have fiduciary duties to Post’s shareholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting us and Post. In addition, some of our officers or members of our Board of Directors may own equity or options to purchase equity in Post. Such ownership interests may create, or appear to create, conflicts of interest when the applicable individuals are faced with decisions that could have different implications for us and Post. The appearance of conflicts of interest created by such overlapping relationships also could impair the confidence of our investors.

The completion of the Spin-off by Post was conditioned on the receipt by Post of an opinion of a nationally recognized accounting firm or law firm (the “distribution tax counsel” and, together with BellRing tax counsel, “tax counsel”) to the effect that the Separation, together with certain contributions made by Post to us, should qualify as a tax-free “reorganization” within the meaning of Sections 368(a) and 355 of the Internal Revenue Code (the “Code”) and the Distribution should qualify as a tax-free distribution eligible for nonrecognition within the meaning of Sections 355 and 361 of the Code. The completion of the Spin-off was also conditioned on the receipt by us of an opinion of BellRing’sBellRing tax counsel to the effect that the merger of Merger Sub with and into Old BellRing qualified as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code. An opinion of tax counsel is not binding on the U.S. Internal Revenue Service (the “IRS”). Accordingly, the IRS may reach conclusions with respect to the distribution that are different from the conclusions reached in the opinions, and any such differing conclusions may result in U.S. federal income tax liability. The opinions will bewere based on certain factual statements and representations, which, if incomplete or untrue in any material respect, could alter tax counsel’s conclusions. We are not aware of any facts or circumstances that would cause any such factual statements or the opinion of tax counsel to be incomplete or untrue.

Our business is subject to a variety of laws and regulations administered by federal, state and local government authorities in the U.S., as well as government authorities outside of the U.S., including requirements related to food safety, quality, manufacturing, processing, storage, marketing, advertising, labeling, distributiondistribution, environmental and worker health and workplace safety. Our activities, both inside and outside of the U.S., are subject to extensive regulation. In the U.S., we are regulated by, and our activities are affected by, among other federal, state and local authorities and regulations, the FDA, the USDA, the Federal Trade Commission, the Occupational Safety and Health Administration and Proposition 65. In Europe, we are regulated by, among other authorities, the U.K.’s Food Standards Agency, Health and Safety Executive, Environment Agency, Environmental Health, the Information Commissioners Office and the Trading Standards Office and their equivalents in E.U. member states. We also are regulated by similar authorities elsewhere in the world where our products are distributed.

We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to contracts, third-party contract manufacturers, intellectual property infringement, product recalls, product liability, false or deceptive advertising, employment matters, environmental matters or other aspects of our business. Lawsuits filed against food and beverage companies alleging deceptive advertising and labeling and those alleging noncompliance with food ingredient and packaging requirements continue to increase. In addition, actions we have taken or may take, or decisions we have made or may make, may result in legal claims or litigation against us. Negative publicity resulting from allegations made in lawsuits or claims asserted against us, whether or not valid, may adversely affect our reputation. In addition, we may be required to pay damage awards or settlements, become subject to injunctions or other equitable remedies, be required to modify our business processes, practices or products or be required to stop selling certain of our products. For instance, one of our operating subsidiaries, Premier Nutrition, LLC, is a defendant in several class action lawsuits related to its Joint Juice product, which it discontinued in the first quarter of fiscal 2023. At September 30, 2024,2025, we had accrued $21.0$90.0 million related to these matters. In addition, intellectual property infringement litigation or claims could cause us to cease making, licensing or using products that incorporate the challenged intellectual property, require us to redesign or rebrand our products or packaging, if feasible, or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any or all of these consequences could have a material adverse effect on our financial condition, results of operations and cash flows. The outcome of litigation is often difficult to predict, and the outcome of pending or future litigation may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We and our third-party contract manufacturers and other vendors and suppliers are subject to extensive federal, state, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment and those regulating the transport, storage, disposal and remediation of, and exposure to, solid and hazardous wastes. Certain environmental laws and regulations can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, related to cleaning up sites at which hazardous materials were disposed of or released. Failure to comply with environmental laws and regulations could result in severe fines and penalties by governments or courts of law. In addition, future laws may more stringently regulate the emission of greenhouse gases, particularly carbon dioxide and methane.

•until our 2027 annual meeting, at which time the classification of our Board of Directors will sunset, divide the members of the Board of Directors into three classes with staggered three-year terms, which may delay or prevent a change of our management or a change on control;

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) and its consolidated subsidiaries. This discussion should be read in conjunction with the financial statements under Item 8 of this report and the “Cautionary Statement on Forward-Looking Statements” on page 1. The terms “our,” “we,” “us,” “Company” and “BellRing” refer to BellRing Brands, Inc. and its consolidated subsidiaries.

•consumers’ increasingly dedicated pursuit of active lifestyles and growing interest in nutrition and wellness (including the use of GLP-1 medication);

•changing consumer preferences which require food manufacturers to identify changing preferences and to offer products that appeal to consumers; and

•accelerated amortization expense of $17.4 million and $7.1 million for the yearsyear ended September 30, 2024 and 2023, respectively, related to the discontinuance of the PowerBar business in North America; and

•$5.0provision millionfor legal matters of expense$69.0 million for the year ended September 30, 2023 related to provisions for legal matters.2025. For additional information, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

For further discussion, refer to “Results of Operations” within this section.below.

Net sales increased $329.4$320.4 million, or 20%,16%, during the year ended September 30, 20242025 compared to the prior year. Sales of Premier Protein products were up $317.8$286.3 million, or 23%,17%, driven by 25%15% higher volumes primarily due to increaseddistribution gains and incremental promotional activityactivity. (which resulted in lower averageAverage net selling prices), higherincreased RTDdue shaketo productiontargeted andprice distributionincreases, gains.partially offset by incremental promotional activity. Sales of Dymatize products were up $13.0$32.8 million, or 6%,13%, ondriven 10%by 23% higher volume. Dymatize volumes increased primarily due to higher international volumes, partially offset by lower domestic volumes. This increase was partially offset by decreased averageAverage net selling prices in the current year primarilydecreased due to increasedunfavorable promotionalproduct spending.mix. Sales of all other products were downup $1.4$1.3 million.

Operating profit increaseddecreased $100.4$30.3 million, or 35%,8%, during the year ended September 30, 20242025 compared to the prior year. This increasedecrease was primarily driven by highera netprovision salesfor (netlegal matters of increased$69.0 promotionalmillion activity),in asthe previouslycurrent discussed,year, and lowerhigher net product costs of $98.5$72.1 million (driven by lowerhigher raw material and manufacturing costs, partially offset by higherlower manufacturingfreight costs)., increased advertising expense of $13.9 million and higher warehousing and distribution costs of $12.0 million. These positivenegative impacts were partially offset by increased employee-related expenses of $29.9 million, higher advertisingnet expensesales, ofas $20.4previously milliondiscussed, and increased accelerated amortization expense of $10.3$17.4 million recorded in the prior year related to the discontinuance of the PowerBar business in North America.

Interest expense, net decreasedincreased $8.6$10.1 million during the year ended September 30, 20242025 compared to the prior year primarily due to lowerhigher outstanding borrowings outstanding under our Revolving Credit Facility (as defined in “Liquidity and Capital Resources” within this section). As a result, the weighted-average interest rate on our total outstanding debt decreasedincreased to 7.1% for the year ended September 30, 2025 from 7.0% for the year ended September 30, 2024 from 7.2% for the year ended September 30, 2023.2024. See Note 13 within “Notes to Consolidated Financial Statements” for additional information on our debt.

Our effective income tax rate for fiscal 2024 was 25.2% comparedfor to 24.9% forboth fiscal 2023.2025 and 2024. The following table presents the reconciliation of income tax expense with amounts computed at the United States (“U.S.”) federal statutory tax rate.

Letters of credit are available under the Revolving Credit Facility in an aggregate amount of up to $20.0 million. The Credit Agreement provides for potential incremental revolving and term facilities at the Company’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount as specified in the Credit Agreement.

We expect to generate positive cash flows from operations and believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our future working capital requirements, purchase commitments, research and development activities, debt repayments (including interest payments), share repurchases and other financing requirements for the foreseeable future. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

Short-term financing needs primarily consist of working capital requirements andrequirements, interest payments on our 7.00% senior notes maturing in March 2030 (the “7.00% Senior Notes”). and on outstanding borrowings under our Revolving Credit Facility and payments on our provision for legal matters. Long-term financing needs include the repayment of our 7.00% Senior Notes.Notes and outstanding borrowings under our Revolving Credit Facility. Additional long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions. Our asset-light business model requires modest capital expenditures, with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales. No significant capital expenditures are planned for fiscal 2025.2026. Additionally, we may continue to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

•Other liabilitiesLiabilities –— Other liabilities include obligations associated with certain employee benefit programs, provisions for legal matters, unrecognized tax benefits and various other long-term liabilities, all of which have some inherent uncertainty as to the amount and timing of payments and were reflected on our Consolidated Balance Sheets as of September 30, 2024.2025.

Cash provided by operating activities for the year ended September 30, 20242025 decreasedincreased $16.0$61.0 million compared to the prior year. TheThis decreaseincrease was primarily duedriven toby increasedfluctuations in the timing of collections of trade receivables, smaller inventory levelscash outflows in the current year (driven by higherincreased production), increased trade receivable levels in the currentprior year (driven by higher net sales) and increaseddecreased tax payments (net of refunds) of $32.3$4.1 million. These negative impacts weremillion, partially offset by fluctuations in the timing of payments of trade payables and decreasedincreased interest payments of $7.0$8.7 million due to lower borrowings outstanding under our Revolving Credit Facility.million.

Cash used in investing activities for both the yearsyear ended September 30, 20242025 andincreased 2023 was $1.8$2.9 million and relatedcompared to capitalthe expendituresprior year resulting from an increase in eachcapital year.expenditures.

Cash used in financing activities for the year ended September 30, 20232025 wasincreased $201.7$63.2 million.million Wecompared paidto $125.5the prior year, driven by higher payments of $328.3 million, including excise tax payments and broker’s commissions, for the repurchase of our common stockstock, higher repayments of $425.0 million under the Revolving Credit Facility and borrowedhigher andtax repaidwithholding $115.0payments related to stock compensation plans of $8.0 million. These cash outflows were partially offset by higher borrowings of $700.0 million and $189.0 million, respectively, under the Revolving Credit Facility.

The Credit Agreement contains affirmative and negative covenants applicable to us and our restricted subsidiaries customary for agreements of this type, including delivery of financial and other information; compliance with laws; maintenance of property;property, existence;existence, insurance;insurance, and books and records; providing for inspection rights; obligation to provide collateral and guarantees by certain new subsidiaries; delivery of environmental reports; participation in an annual meeting with the agent and the lenders; further assurances; and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, changes in the nature of business, transactions with affiliates and dividends and redemptions or repurchases of stock. Under the terms of the Credit Agreement, we are also required to comply with a financial covenant requiring us to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00:1.00, measured as of the last day of each fiscal quarter. We were in compliance with the financial covenant as of September 30, 2024,2025, and we do not believe non-compliance is reasonably likely in the foreseeable future.

Certain sales and costs of our foreign operations are denominated in Euros.Euros and Canadian Dollars (“CAD”). Consequently, profits from these operations are impacted by fluctuations in the value of this currency relative to the U.S. Dollar. We incur gains and losses within our stockholders’ equity due to the translation of our financial statements from foreign currencies into U.S. Dollars and our income statement trends may be impacted by such translation of the income statements of our foreign operations. The exchange rates used to translate our foreign sales into U.S. Dollars negativelypositively affected net sales by less than 1% during the year ended September 30, 2024,2025, and did not have a material impact on our operating profit or net earnings during the year ended September 30, 2024.2025.

See Note 3 within “Notes to Consolidated Financial Statements” for a discussion regarding recently issued and adopted accounting standards.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the SEC on November 18, 2025, as of and for the year ended September 30, 2025 (the “Annual Report”). You should also carefully consider the risk factor update we previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 5, 2026 (the "Previous Quarterly Report"). As of the date of this Quarterly Report, other than as set forth above, there have been no material changes to the risk factors previously disclosed in the Annual Report and the Previous Quarterly Report. These risks could materially and adversely affect our business, financial condition, results of operations and cash flows. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows.

During fiscal 2026, input costs, including raw materials, packaging, manufacturing, and manufacturing,freight have been subject to inflationary pressures, in part due to the impact of tariffs andtariffs, evolving global trade policies.policies, and logistical constraints. Existing tariffs, as well as potential future increases or modifications, may further contribute to supply chain disruption, commodity cost volatility and broader economic uncertainty. We have implemented mitigation initiatives, including pricing actions, cost optimization andoptimization, supply chain adjustments, and inventory optimization actions, which wemay expect toonly partially offset these pressures. However, if such cost increases persist and we are unable to fully mitigate their impact, they could have a material adverse effect on our results of operations.

In February 2026, a military conflict began in the Middle East. While we do not have operations in the region, the conflict has the potential to disruptdisrupted global energy markets, which couldhas resultresulted in higher energy prices,prices and increased inflationary pressures,pressures. andA indirectprolonged impactsconflict onhas the potential to disrupt global supply chains and consumer demand. We continue to monitor developments in the region and assess potential impacts on our business. At this time, we do not expect the conflict to have a material adverse effect on our results of operations.

Net sales increased $10.7$22.9 million, or 2%,4%, during the three months ended MarchJune 31,30, 2026 compared to the prior year period. Sales of Premier Protein products were up $9.0$3.1 million, or 2%,1%, on 11%2% higher volumes.volumes and partially offset by lower average net selling prices. Volumes rose primarily due to increased promotional activity and distribution gains. Average net selling prices decreased due to incremental promotional investment and unfavorable mix.investment. Sales of Dymatize products were downup $1.3$18.5 million, or 2%,27%, driven by 7% lower volumes and partially offset by21% higher average net selling prices.prices Volumeand decreaseshigher were driven by elasticities due to inflation-driven price increases.volumes. Average net selling prices increased primarily due to targeted price increases. Volume increases andwere reduceddriven promotionalby investment.international distribution gains. Sales of all other products were up $3.0$1.3 million.

Net sales increased $15.1$38.0 million, or 1%,2%, during the sixnine months ended MarchJune 31,30, 2026 compared to the prior year period. Sales of Premier Protein products were up $3.3$6.4 million, or less than 1%, on 6%5% higher volumes.volumes and partially offset by lower average net selling prices. Volumes increased primarily due to increased promotional activity and distribution gains. Average net selling prices decreased due to incremental promotional investment and unfavorable mix. Sales of Dymatize products were up $8.6$27.1 million, or 7%,14%, driven by 10%9% higher volumes and higher average net selling prices. Volumes increased primarily due to higher international volumes.business Averagegrowth. In addition, average net selling prices decreasedincreased due to unfavorabletargeted productprice mix.increases. Sales of all other products were up $3.2$4.5 million.

Operating profit decreasedincreased $65.9$20.6 million, or 31%,46%, during the sixthree months ended MarchJune 31,30, 20262026, compared to the prior year period. This decreaseincrease was primarily drivenattributable to a $68.1 million provision for legal matters in the prior year period, and higher net sales, as previously discussed. These impacts were partially offset by higher net product costs of $45.7$48.6 million, lower average net selling prices, as previously discussed, and increased advertising expenses of $6.0$6.7 million. These impacts were partially offset by increased sales volumes, as previously discussed,million, and lower$5.4 employee-related expensesmillion of $6.8reorganization million.charges. Higher net product costs were primarily driven by higher raw material, manufacturing, and freight costs, including ana $11.3$10.0 million inventory-related charge associatedrelated withto a third-party supplied ingredient that did not meet our quality standards, with none of the finished goodsproducts releasedinventory to customers. Higher net product costs were partially offset by a $31.4 million favorable change in (gains) losses on commodity derivatives.reserve.

Interest expense, net increased $3.6$1.5 million during the three months ended MarchJune 31,30, 2026 compared to the prior year period primarily due to higher outstanding borrowings under our Revolving Credit Facility (as defined in “Liquidity and Capital Resources” below). The weighted-average interest rate on our total outstanding debt was 6.6%6.7% and 7.2%7.4% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Interest expense, net increased $9.2$10.7 million during the sixnine months ended MarchJune 31,30, 2026 compared to the prior year period primarily due to higher outstanding borrowings under our Revolving Credit Facility. The weighted-average interest rate on our total outstanding debt was 6.8%6.7% and 7.1%7.2% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. See Note 12 within “Notes to Condensed Consolidated Financial Statements” for additional information on our debt.

Our effective income tax rate was 26.1%24.8% and 25.3%20.5% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 25.7%25.4% and 24.5%23.9% for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in our effective income tax rate during the three months ended June 30, 2026, compared to the prior year period was primarily due to discrete tax benefits recognized in the prior year period.

During the sixnine months ended MarchJune 31,30, 2026, we borrowed $265.0$325.0 million and repaid $165.0$275.0 million under our revolving credit facility, which is provided for under our amended credit agreement (the "Credit Agreement") in an aggregate principal amount of $500.0 million (the "Revolving Credit Facility"). As of MarchJune 31,30, 2026, we had $147.6$197.6 million of available borrowing capacity, taking into account the $2.4 million letters of credit outstanding under the Revolving Credit Facility, which reduce the amount available for borrowing under the Revolving Credit Facility. Letters of credit are available under the Revolving Credit Facility in an aggregate amount of up to $20.0 million. Our Credit Agreement provides for potential incremental revolving and term facilities at the Company’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations as specified in the Credit Agreement.

During the sixnine months ended MarchJune 31,30, 2026, we repurchased 4.24.9 million shares of our common stock at an average share price of $29.18$27.41 per share and at a total cost, including any accrued excise tax and broker’s commissions, of $124.4$134.5 million. In addition, during the sixnine months ended MarchJune 31,30, 2026, we paid $3.9 million of excise tax that related to fiscal 2025 share repurchases.

Short-term financing needs primarily consist of working capital requirements, interest payments on our 7.00% senior notes maturing in March 2030 (the “7.00% Senior Notes”) and on outstanding borrowings under our Revolving Credit Facility and payments on our provision for legal matters.matters, which we currently expect to make during the three months ended September 30, 2026. Long-term financing needs include the repayment of our 7.00% Senior Notes and outstanding borrowings under our Revolving Credit Facility. Additional long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions. Our asset-light business model requires modest capital expenditures, with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales. No significant capital expenditures are planned during the next 12 months. Additionally, we may seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Cash usedprovided inby operating activities for the sixnine months ended MarchJune 31,30, 2026 wasdecreased $14.3$26.5 million compared to cash provided by operating activities of $51.2 million for the sixprior monthsyear ended March 31, 2025.period. This decrease was primarily due to lower net earnings, which included noncash gains and losses from commodity derivative remeasurement, higher investment in inventory in the current year, and cash outflows related to other assets. These impacts were partially offset by lessa inventoryfavorable buildyear-over-year change in thedeferred currentincome year,taxes, decreasedfluctuations tax payments (net of refunds) of $17.3 million, and favorable changes related toin the timing of paymentscollections of trade payables.receivables, and lower use of cash for prepaid expenses and other current assets compared to the prior year.

Cash used in investing activities for the sixnine months ended MarchJune 31,30, 2026 increased $4.1$4.4 million compared to the prior year period driven by an increase in capital expenditures.

Cash used in financing activities for the sixnine months ended MarchJune 31,30, 2026 decreased $40.8$8.9 million compared to the prior year period, driven by lower payments of $57.7$130.7 million, including broker’s commissions, for the repurchase of our common stock, and lower tax withholding payments related to stock compensation plans of $3.1$3.2 million. These drivers were partially offset by lower net borrowings of $20.0$125.0 million under our Revolving Credit Facility.

The Credit Agreement contains affirmative and negative covenants applicable to us and our restricted subsidiaries customary for agreements of this type, including delivery of financial and other information; compliance with laws; maintenance of property, existence, insurance and books and records; providing inspection rights; obligation to provide collateral and guarantees by certain new subsidiaries; delivery of environmental reports; participation in an annual meeting with the agent and the lenders; further assurances; and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, changes in the nature of business, transactions with affiliates and dividends and redemptions or repurchases of stock. Under the terms of the Credit Agreement, we are also required to comply with a financial covenant requiring us to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00:1.00, measured as of the last day of each fiscal quarter. We were in compliance with the financial covenant as of MarchJune 31,30, 2026, and we do not believe non-compliance is reasonably likely in the foreseeable future.