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

Raw materialsmaterials, energy sources, and energy sources.transportation. The production of our products is dependent on certain raw materials, including aluminum, resin, corn, linerboard, carbon dioxide, water and fruit juice. In addition, theThe production and distribution of our products is dependent on energy sources, including natural gas, diesel fuel, carbon dioxide and electricity. These items are subject to supply chain disruptions and price volatility caused by numerous factors, including recent changes in trade policy and increased or threatened increases in tariffs on imported goods. Commodity price increases can ultimately result in a corresponding increase in the cost of raw materialsmaterials, energy and energy.transportation. We may be limited in our ability to pass these price increases on to our customers or may incur a loss in sales volume to the extent we increase prices. Strikes, weather conditions (including conditions caused by climate change), governmental controls, tariffs, national emergencies, natural disasters, supply shortagesshortages, international conflicts or other events could also affect our continued supply and cost of raw materialsmaterials, energy and energy.transportation. If raw materialsmaterials, energy or energytransportation costs increase, or their availability is limited, our financial position could be adversely affected.

Governmental regulation. Our business and properties are subject to various federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling and distribution of beverage products and those governing environmental laws and regulations. In addition, various governmental agencies have enacted or are considering changes in corporate tax laws as well as additional taxes on soft drinks and other sweetened beverages. Continuing developments in environmental, social and governance matters, including climate change, may result in new or increased legal and regulatory requirements to reduce emissions to mitigate the potential effects of greenhouse gases, to limit or impose additional costs on commercial water use due to local water scarcity concerns, or to expand mandatory reporting of certain environmental, social and governance metrics. While not expected to impact LaCroix sparking waters, recent proposals to phase out synthetic dyes from our nation’s food supply and to remove many sweetened products from the U.S. supplemental nutrition assistance program could, if implemented,could result in increased costs and/or reduced demand for certain of our products. Compliance with existing and future laws or regulations could require material increases in capital expenditures and negatively affect our financial position.

The majority of our brands are geared to the active and health-conscious consumer including sparkling waters, energy drinks and juices. Our portfolio of Power+ Brands includes LaCroix® sparkling waterwaters; Clear Fruit® non-carbonated water beverages enhanced with fruit flavor; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Additionally, we produce and distribute carbonated soft drinks including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 135 years.

Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, supply chain disruptions, holiday and seasonal programming and weather conditions. Beverage sales are seasonal with higher sales volume realized during the summer months when outdoor activities are more prevalent.months. See “Item 1A. Risk Factors” in Part I of this report for additional information about risks and uncertainties facing our Company.

The following section generally discusses the fiscal years ended May 2, 2026 (“Fiscal 2026”) and May 3, 2025 (“Fiscal 2025”) results and year-to-year comparisons between Fiscal 2026 and Fiscal 2025. Discussions of fiscal year ended April 27, 2024 (“Fiscal 2024”) results and year-to-year comparisons between Fiscal 2025 and Fiscal 2024. Discussions of fiscal year ended April 29, 2023 (“Fiscal 2023”) results and year-to-year comparisons between Fiscal 2024 and Fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended AprilMay 27,3, 2024,2025, which is available free of charge on our website at www.nationalbeverage.com. Fiscal 2025 consists of 53 weeks; Fiscal 20242026 and Fiscal 20232024 both consisted of 52 weeks. Fiscal 2025 consisted of 53 weeks.

Net sales for Fiscal 20252026 increasedwere 0.8%$1,180.6 million compared to $1,201.4 million compared to $1,191.7 million for Fiscal 2024.2025. TheSales increasewere in sales resultedimpacted primarily from aone 1.7%less increaseselling inweek. averageAverage selling price per case and an additional selling week, partially offsetincreased by a5.2%. 0.9%A decrease6.7% in case volume. The decreasedecline in case volume primarilyimpacted impactedboth Power+ Brands,Brand partially offset by an increase inand carbonated soft drink brands. The unprecedented disruption, government shutdowns, funding changes, inflation and cautious consumer spending all impacted volume.

Gross profit for Fiscal 20252026 increasedwas $437.3 million compared to $443.9 million compared to $428.5 million for Fiscal 2024.2025. The increasechange in gross profit was primarily due to aan declineincrease in packaging and ingredient costs and the change in case volume, partially offset by the increase in average selling price per case,case. partially offset byAlthough the decrease in case volume. The average cost of sales per case remainedincreased relatively5.0%, unchangedgross profit per case increased and gross margin increasedremained toconstant at 37.0% comparedfor to 36.0% forboth Fiscal 2024.2026 and Fiscal 2025.

Selling, general and administrative expenses for Fiscal 20252026 decreased $1.4$1.3 million to $208.5$207.2 million from $209.9$208.5 million for Fiscal 2024.2025. The decrease was primarily due to reduceda marketingdecrease spendingin administrative and a decline in shipping and handling costs, partially offset by an increase in marketing and selling costs. As a percentage of net sales, selling, general and administrative expenses decreasedincreased to 17.5% compared to 17.4% compared to 17.6% in Fiscal 2024.2025.

Other Income (Expense),Income, net

Other income (expense),income, net includesis primarily comprised of interest income of $10.6 million for Fiscal 2026 and $9.3 million for Fiscal 2025 and $12.2 million for Fiscal 2024.2025. The decreaseincrease in interest income is primarily due to decreasedincreased average invested balances.balances, partially offset by lower yields.

Pursuant to a management agreement, we incurred fees to Corporate Management Advisors, Inc. (“CMA”) of $12.0$11.8 million and $11.9$12.0 million for Fiscal 20252026 and Fiscal 2024,2025, respectively. At May 3,2, 20252026 and AprilMay 27,3, 2024,2025, current liabilities included amounts due to CMA of $2.1$3.0 million and $3.0$2.1 million, respectively. See Note 6 - Capital Stock and Transactions with Related Parties, of Notes to the Consolidated Financial Statements.

The Company’s cash position decreasedincreased $155.7 million in Fiscal 2026 compared to a decrease of $133.2 million in Fiscal 2025 primarily due to the payment of a special cash dividend of $304.1 million in the first quarter of fiscalFiscal 2025. Net cash provided by operating activities for Fiscal 20252026 was $206.7$181.3 million compared to $197.9$206.7 million for Fiscal 2024.2025. For Fiscal 2025,2026, cash flow provided by operating activities wasdecreased principallyprimarily provideddue byto an increase ina net income, partially offset by an increase in working capital excluding cash.

Net cash used in investing activities for Fiscal 20252026 reflects capital expenditures of $36.3$25.1 million, compared to capital expenditures of $30.2$36.3 million for Fiscal 2024.2025. Expenditures for property, plant and equipment in Fiscal 20252026 were primarily for capital projects to expand our capacity, enhance sustainability and packaging capabilities and improve efficiencies at our production facilities. We intend to continue suchto projectsimprove packaging capabilities and efficiencies at our production facilities in Fiscal 20262027 and anticipate Fiscal 20262027 capital expenditures willto notbe exceedcomparable to Fiscal 20252026 capital spending.

Net cash used in financing activities for Fiscal 20252026 primarily reflects paymentthe repurchase of acommon specialshares cashfor dividend of $304.1$0.7 million. No dividends were paid during Fiscal 2024.

During Fiscal 2025,2026, our working capital decreasedincreased $131.7$191.4 million to $267.2$457.8 million. The decreaseincrease in working capital and current ratio was primarily due to thean paymentincrease in cash and cash equivalents of $155.7 million, an increase in inventory of $10.4 million, an increase in the $304.1derivative millionasset cashof dividend.$8.6 million, an increase in income tax receivable of $5.1 million, a decrease in accounts payable and accrued liabilities of $5.2 million, and other net working capital increases of $6.4 million. Trade receivables increased $1.3$0.1 million to $104.3 million and days sales outstanding was 31.9 days at May 2, 2026 compared to 32.5 days at May 3, 2025 compared to 31.5 days at April 27, 2024.2025. Inventories increased $0.5$10.4 million as a result of increased quantities of finished goods and raw materials.goods. Annual inventory turns increaseddecreased to 8.78.2 times from 8.68.7 times. At May 3,2, 2025,2026, the current ratio was 2.94.4 to 1 compared to 3.92.9 to 1 at AprilMay 27,3, 2024.2025.

We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan. Annual contributions were $4.2 million andfor $3.8 million forboth Fiscal 20252026 and Fiscal 2024, respectively.2025. See Note 11- Pension Plans, of Notes to Consolidated Financial Statements.

We maintain self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Other long-term liabilities include known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience. Since the timing and amount of claim payments vary significantly, we are not able to reasonably estimate future payments for specific periods and therefore such payments have not been included in the table above. Standby letters of credit aggregating $2.7 million have been issued in connection with our self-insurance programs. These standby letters of credit expire through MarchJune 20262027 and are expected to be renewed.

National Beverage Corp. and its representatives may make written or oral statements relating to future events or results relative to our financial, operational and business performance, achievements, objectives and strategies. These statements are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and include statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our stockholders. Certain statements including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “plans,” “expects,” “estimates”, ”may,” “will,” “should,” “could,” and similar expressions constitute “forward-looking statements” and involve known and unknown risk, uncertainties and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, pricing of competitive products, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies, including effects of potentialtariffs tariffs,and supply chain interruptions, ability to recover cost increases, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, international conflicts, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any forward- looking statements contained herein to reflect future events or developments.

The majority of our brands are geared to the active and health-conscious consumer including sparkling waters, energy drinks and juices. Our portfolio of Power+ Brands includes LaCroix® sparkling waterswater; Clear Fruit® non-carbonated water beverages enhanced with fruit flavor; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Additionally, we produce and distribute carbonated soft drinks including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 135 years.

Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, supply chain disruptions, holiday and seasonal programming and weather conditions. Beverage sales are seasonal with higher sales volume realized during the summer months.months when outdoor activities are more prevalent.

NineThree Fiscal Months Ended JanuaryAugust 31,1, 2026 (first nine monthsquarter of fiscal 20262027) compared to NineThree Fiscal Months Ended JanuaryAugust 25,2, 2025 (first nine monthsquarter of fiscal 20252026) Net sales for the first nine monthsquarter of fiscal 20262027 decreasedwere 0.5%$330.7 million compared to $883.4 million from $887.7$330.5 million for the first nine monthsquarter of fiscal 2025.2026. The decrease in sales resulted primarily from a 4.9% decrease in case volume, partially offset by a 4.7% increase inWhile average selling price per case.case Theincreased decreaseby 7.1%, a 6.4% decline in case volume impactedresulted bothin approximately flat sales. Both Power + Brands and carbonated soft drink brands.brands were impacted by the selling price and volume changes.

Other income, net includes interest income of $7.7$3.3 million for the first nine monthsquarter of fiscal 20262027 and $7.4$2.2 million for the first nine monthsquarter of fiscal 2025.2026. The increase in interest income is due primarily to increasedhigher average invested balances.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.8% for the first quarter of fiscal 2027 and 23.6% for the first nine monthsquarter of fiscal 2026 and 23.4% for the first nine months of fiscal 2025.2026. The difference between the effective rate and the federal statutory rate of 21% was primarily due to the effects of state income taxes.

The Company’s principal sources of liquidity are its existing cash and cash-equivalents, cash generated from operating activities and borrowing capacity. At JanuaryAugust 31,1, 2026, we maintained the unsecured revolving Credit Facilities and the Loan Facility totaling $150 million, under which no borrowings were outstanding and $2.7 million was reserved for standby letters of credit. We believe existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months.

The Company’s cash position increaseddecreased $120.1$242.4 million for the first nine monthsquarter of fiscal 20262027 compared to aan decreaseincrease of $177.8$56.0 million for the first nine monthsquarter of fiscal 20252026 due primarily due to the special cash dividend of $304.1$304.2 million paid on July 24,30, 2024.2026.

Net cash provided by operating activities for the first nine monthsquarter of fiscal 20262027 was $135.7$64.9 million compared to $146.6$59.1 million for the first nine monthsquarter of fiscal 2025.2026. For the first nine monthsquarter of fiscal 2026,2027, cash flow provided by operating activities decreasedincreased primarily due to a net increasedecrease in working capital, excluding cash.cash, partially offset by the decrease in net income.

Net cash used in investing activities for the first nine months of fiscal 2026 reflects capital expenditures of $15.2 million, compared to capital expenditures of $20.8$3.1 million for each of the first ninequarters months ofended fiscal 2025.2027 and fiscal 2026. Certain production capacitypackaging and efficiency improvement projects at our production facilities are in progress and we anticipate fiscal 20262027 capital expenditures willto notbe exceedcomparable to fiscal 20252026 capital spending.

Net cash used in financing activities for the first nine monthsquarter of fiscal 2026 primarily2027 reflects the repurchasepayments of commona sharesspecial fordividend $0.7of $304.2 million.

At JanuaryAugust 31,1, 2026, working capital increasedwas $149.6$190.6 million compared to $416.0 million from $266.4$457.8 million at May 3,2, 2025.2026. The current ratio was 4.42.4 to 1 at JanuaryAugust 31,1, 2026 compared to 2.94.4 to 1 at May 3,2, 2025.2026. The increasechange in working capital and current ratio was due primarily to anthe increasepayment inof the $304.2 million cash and cash equivalents of $120.1 million, a decrease in accounts payable and accrued liabilities of $19.6 million, and other net working capital increases of $9.8 million.dividend. Trade receivables decreasedincreased $6.7$1.5 million and days sales outstanding increaseddecreased to 33.529.1 days from 32.531.9 days. Inventories increased $11.0$4.9 million and inventory turns decreased to 8.37.7 times from 8.78.2 times.